|UNITED STATES                                                                                                 
|--------------------------------------------------------------------------------------------------------------
|SECURITIES AND EXCHANGE COMMISSION                                                                            
|Washington, D.C. 20549                                                                                        
|                                                                                                              
|FORM 20-F                                                                                                     
|                                                                                                              
|o REGISTRATION STATEMENT PURSUANT TO SECTION
      12(b) OR (g) OF THE SECURITIES EXCHANGE  ACT OF 1934       
|                                                                                                              
|OR                                                                                                            
|                                                                                                              
|x ANNUAL REPORT PURSUANT TO SECTION 13 OR
      15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                  
|For the Fiscal Year Ended December 31,
      2008                                                             
|                                                                                                              
|OR                                                                                                            
|                                                                                                              
|o TRANSITION REPORT PURSUANT TO SECTION 13 OR
      15(d) OF THE SECURITIES EXCHANGE ACT OF 1934              
|[NO FEE REQUIRED]                                                                                             
|                                                                                                              
|OR                                                                                                            
|                                                                                                              
|o SHELL COMPANY REPORT PURSUANT TO SECTION 13
      OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934           
|[NO FEE REQUIRED]                                                                                             
|                                                                                                              
|For the transition period from _______ to _______                                                             
|                                                                                                              
|Commission file number - 0-50822                                                                              
|                                                                                                              
|NWT URANIUM CORPORATION                                                                                       
|(Exact name of Registrant as specified in
      its charter)                                                  
|                                                                                                              
|NWT URANIUM CORPORATION                                                                                       
|(Translation of Registrant's name into
      English)                                                         
|                                                                                                              
|Province of Ontario, Canada                                                                                   
|(Jurisdiction of incorporation or
      organization)                                                         
|                                                                                                              
|70 York Street                                                                                                
|Suite 1102                                                                                                    
|Toronto, Ontario M5J 1S9                                                                                      
|(Address of principal executive offices)                                                                      
|                                                                                                              
|Raphael Danon, (416)504-3978,rdanon@nwturanium.com, 70 York Street, Suite 1102, Toronto,
      Ontario M5J 1S9
|Telephone, E-Mail and/or Facsimile number and
      Address of Company Contact Person)                        
|                                                                                                              
|Securities registered or to be registered
      pursuant to Section 12(b) of the Act.                         
|                                                                                                              
|Title of each class                                                                                           
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Securities registered or to be registered
      pursuant to Section 12(g) of the Act:                         
|                                                                                                              
|Common Shares                                                                                                 
|(Title of Class)                                                                                              
|                                                                                                              
|Securities for which there is a reporting
      obligation pursuant to Section 15(d) of the Act:              

1

---

None(Title of Class)

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

126,131,342

Indicate by check mark if the
Registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.

Yes o         No
x

If this report is an annual or transition report, indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o         No
x

Indicate by check mark whether
the Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes x         No
o

Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web
site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).

Yes o         No
x

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

Large
accelerated filer o             Accelerated filer
o             Non-accelerated filer
x

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

U.S. GAAP o        
International Financial Reporting Standards as issued          Other x 
            By the
International Accounting Standards Board o

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

o Item
17          x Item 18

If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).

Yes o         No
x

Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.

Yes o         No
o

2

---

TABLE OF CONTENTS

|PART I                                                                                                                                                                                                                                                                                                       | 6 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --
|                                                                                                                                                                                                                                                                                                             |   
|Item 1. Identity of Directors, Senior Management and
      Advisers                                                                                                                                                                                                                                          | 6 
|                                                                                                                                                                                                                                                                                                             |   
|Item 2. Offer Statistics and Expected Timetable                                                                                                                                                                                                                                                              | 6 
|                                                                                                                                                                                                                                                                                                             |   
|Item 3. Key Information.                                                                                                                                                                                                                                                                                     | 6 
|                                                                                                                                                                                                                                                                                                             |   
|RISK FACTORS AFFECTING THE COMPANY                                                                                                                                                                                                                                                                           | 9 
|                                                                                                                                                                                                                                                                                                             |   
|We Have No
      Ongoing Mining Operations, None of our Mineral Properties Contain a Known
      Commercially Mineable
      Mineral Deposit, We Have Never Received Any Revenues From Mining
      Operations, and Our  Chances of
      Reaching the Development Stage on Any of our Properties are Remote | 9 
|We Will Need to
      Raise Substantial Funding in Order to Carry Out Our Activities.                                                                                                                                                                                                                        | 10
|Lack of Revenue
      Producing Operations                                                                                                                                                                                                                                                                   | 11
|We Could Lose our Interests in our
    Properties if Minimum Annual Work is Not Conducted and Option Payments are
      not Made                                                                                                                                                                             | 11
|We
      Could Lose our Interest in the Picachos Project if we do not Complete
      Substantial Exploration Activities by July 18,
      2009 and December 31, 2009                                                                                                                                         | 11
|We Have Not
      Adopted a Code of Ethics Which May Increase the Possibility of the
      Companys Executive Officers and
      Directors Engaging in Activities that are not in the Best Interests of the
      Company or its Shareholders.                                                              | 12
|The Person in
      Charge of Managing our Exploration Program for the Picachos Project is an
      Employee of Seafield
      Resources Ltd., the Company from which the Company hold its Option on the
      Picachos Project, Creating a
      Potential Conflict of Interest                             | 12
|Title To Our
      Mining Properties Has Not Been Verified                                                                                                                                                                                                                                                   | 12
|The Value of
      our Mineral Properties is Dependent Upon Commodity Prices Which Can
      Fluctuate Widely.                                                                                                                                                                                               | 13
|We
      Are Not Engaged in Mining Operations; In the Event We Engage in Mining
      Operations in the Future, We Would Face
      Substantial Regulation                                                                                                                                                   | 13
|Titles to the Mexican Properties in which the Company has an
      Interest are not Registered in the Name of the Company, Which
      may Result in Potential Title Disputes Having a Negative Impact on the
      Company.                                                                                 | 14
|The
      Properties in Which the Company has Interests in Mexico are Subject to
      Changes in Governmental Laws, Regulations,
      Economic Conditions or Shifts in Political Attitudes or Stability in
      Mexico                                                                                    | 14
|Mexican Foreign
      Investment and Income Tax Laws apply to the Company                                                                                                                                                                                                                                    | 14
|Foreign
      currency fluctuations and inflationary pressures may have a negative
      impact on the Company's  financial
      position and results                                                                                                                                                       | 15
|Regulation of
      Mining Operations in Mexico is Very Extensive                                                                                                                                                                                                                                            | 15
|Risks related
      to the Companys Foreign Investments and Operations                                                                                                                                                                                                                                      | 15
|There is a Risk
      that we will be Unable to Compete for Mineral Properties, Investment Funds
      and Technical Expertise.                                                                                                                                                                              | 16
|We Have Limited
      Insurance; We Will Not be Able to Insure Against All Possible Risks                                                                                                                                                                                                                    | 16
|If We are
      Unable to Maintain the Infrastructure for Our Exploration Activities, We
      Could be Adversely Affected.                                                                                                                                                                                  | 17
|Management May
      Be Subject to Conflicts of Interest Due to Affiliations with Other
      Resource Companies.                                                                                                                                                                                            | 17
|The Executive
      in Charge of Our Administrative Affairs does not Work Full-Time For Us                                                                                                                                                                                                                   | 18
|Our Senior
      Management does not have Extensive Mining Backgrounds or Experience
      Serving as Senior Management of
      Publicly Traded Companies                                                                                                                                                   | 18
|We
      May Not Have Enough Shares Available Under Our Stock Option Plan to
      Attract High Quality Employees                                                                                                                                                                                            | 19
|Our Management
      May Not Be Subject to U.S. Legal Process.                                                                                                                                                                                                                                               | 19
|Prices for
      Uranium and Precious Metals such as Gold are Volatile and Could
      Decline                                                                                                                                                                                                               | 19

3

---

|Our
      Stock will be a Penny Stock which Imposes Significant Restrictions on
      Broker-Dealers Recommending the Stock For
      Purchase | 20
|---------------------------------------------------------------------------------------------------------------------------------------------- | --
|Our Stock Price
      Could be Volatile                                                                                                        | 20
|We Do Not Plan
      to Pay Any Dividends in the Foreseeable Future                                                                            | 20
|Future Sales of
      Common Shares by Existing Shareholders.                                                                                  | 21
|                                                                                                                                               |   
|Item 4. Information on the Company.                                                                                                            | 21
|                                                                                                                                               |   
|A. History and
      Development of the Company.                                                                                               | 21
|B. Business
      Overview*                                                                                                                    | 21
|C.
      Organizational Structure                                                                                                              | 29
|D. Property,
      Plants and Equipment.                                                                                                       | 29
|Picachos
      Project, Durango State, Mexico                                                                                                  | 29
|Interest in Niger Uranium Limited                                                                                                              | 38
|Termination of Companys Options on North
    Rae and Daniel Lake Uranium Properties, Northern Quebec, Canada                                  | 43
|Daniel Lake Uranium Project, Northern
    Quebec, Canada                                                                                       | 50
|Relinquished
      Option on Waterbury Uranium Project, Saskatchewan, Canada                                                                   | 53
|Cancelled
      Transaction with Nu-Mex Uranium Corp.                                                                                          | 53
|                                                                                                                                               |   
|GLOSSARY                                                                                                                                       | 54
|                                                                                                                                               |   
|                                                                                                                                               |   
|Item 5. Operating and Financial Review and
      Prospects.                                                                                    | 57
|                                                                                                                                               |   
|A. Operating
      Results                                                                                                                     | 59
|B. Liquidity and Capital Resources                                                                                                             | 61
|C. Research and
      development, patents and licenses, etc.                                                                                  | 62
|D. Trend
      Information.                                                                                                                    | 62
|E. Off-Balance Sheet Arrangements                                                                                                              | 63
|F. Tabular
      Disclosure of Contractual Obligations.                                                                                        | 63
|                                                                                                                                               |   
|Item 6. Directors, Senior Management and
      Employees                                                                                       | 63
|                                                                                                                                               |   
|A. Directors
      and Senior Management                                                                                                       | 63
|B.
      Compensation.                                                                                                                         | 65
|C. Board
      Practices                                                                                                                       | 72
|Other Board
      Committees                                                                                                                   | 73
|The Board
      currently has no standing committees other than the audit and compensation
      committees                                    | 73
|D.
      Employees                                                                                                                             | 73
|E. Share
      Ownership.                                                                                                                      | 73
|                                                                                                                                               |   
|Item 7. Major Shareholders and Related Party
      Transactions.                                                                               | 75
|                                                                                                                                               |   
|A. Major
      Shareholders                                                                                                                    | 75
|B. Related Party Transactions.                                                                                                                 | 75
|                                                                                                                                               |   
|Item 8. Financial Information.                                                                                                                 | 76
|                                                                                                                                               |   
|A.
      Consolidated Statements and Other Financial Information.                                                                              | 76
|B. Significant
      Changes                                                                                                                   | 77
|                                                                                                                                               |   
|Item 9. The Offer and Listing.                                                                                                                 | 77
|                                                                                                                                               |   
|A. Offer and Listing Details.                                                                                                                  | 77
|B. Plan of Distribution.                                                                                                                       | 81
|C. Markets                                                                                                                                     | 81
|D. Selling
      Shareholders.                                                                                                                 | 81

4

---

|E. Dilution                                                                                  | 81 
|-------------------------------------------------------------------------------------------- | ---
|F. Expenses of the Issue.                                                                    | 81 
|                                                                                             |    
|Item 10. Additional Information                                                              | 81 
|                                                                                             |    
|A. Share
      Capital                                                                       | 81 
|B. Certificate and Articles of Incorporation                                                 | 82 
|                                                                                             |    
|ARTICLES AND BY-LAWS                                                                         | 83 
|                                                                                             |    
|A. General                                                                                   | 83 
|B.
      Directors                                                                           | 83 
|C. Annual and
      special meetings                                                         | 84 
|D. Material
      Contracts                                                                  | 84 
|E. Exchange
      Controls                                                                   | 86 
|F. Taxation                                                                                  | 88 
|G. Statements by Experts                                                                     | 97 
|H.
      Documents on Display.                                                               | 97 
|I. Subsidiary
      Information.                                                             | 97 
|                                                                                             |    
|Item 11. Quantitative and Qualitative Disclosures
      About Market Risk                    | 97 
|                                                                                             |    
|Item 12. Description of Securities Other than
      Equity Securities                        | 97 
|                                                                                             |    
|Item 13. Defaults, Dividend Arrearages, and
      Delinquencies.                             | 97 
|                                                                                             |    
|Item 14. Material Modifications to the Rights of
      Security Holders and Use of Proceeds. | 98 
|                                                                                             |    
|Item. 15. Controls and Procedures                                                            | 98 
|                                                                                             |    
|Item 16A. Audit Committee Financial Expert                                                   | 99 
|                                                                                             |    
|Item 16B. Code of Ethics                                                                     | 99 
|                                                                                             |    
|Item 16C. Principal Accountant Fees and Services                                             | 99 
|                                                                                             |    
|Item. 16 D. Exemptions from the Listing Standards for
      Audit Committees.                | 100
|                                                                                             |    
|Item 16 E. Purchases of Equity Services by the Issuer
      and Affiliated Purchasers.       | 100
|                                                                                             |    
|Item 16 F. Change in Registrants Certifying
      Accountant.                               | 100
|                                                                                             |    
|Item 17. Financial Statements                                                                | 100
|                                                                                             |    
|Item 18. Financial Statements                                                                | 100
|                                                                                             |    
|Item 19. Exhibits.                                                                           | 102

5

---

PART I

Item 1. Identity of Directors, Senior Management and
Advisers

Not Applicable.

Item 2. Offer Statistics and Expected Timetable.

Not applicable.

Item 3. Key Information.

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

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


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


6

---

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

Selected Financial Data.

Following is selected financial
data of the Company, expressed in Canadian dollars, for the period from the
Companys incorporation on September 26, 2003 through March 31, 2009. The
audited consolidated financial statements were prepared in accordance with
Canadian generally accepted accounting principles (Canadian GAAP), which
differ substantially from United States generally accepted accounting principles
(US GAAP). Reference is made to Note 14 to the audited consolidated financial
statements for the period ended December 31, 2008, which is contained below in
Item 18. Financial Statements. Note 14 provides a description of the
differences between Canadian and United States generally accepted accounting
principles, and how these differences could affect the Companys financial
statements. On July 27, 2004 the Company completed a 2 for 1 stock split,
pursuant to which each issued Share of the Company was subdivided into two
shares. On September 6, 2005, the Company completed an additional 2 for 1 stock
split, pursuant to which each issued share of the Company was subdivided into
two shares. The outstanding warrants and stock options were also sub-divided at
the same ratio as the common shares. Shares and per share amounts in this Annual
Report and in the Selected Financial Data have been retroactively adjusted to
reflect the stock splits.

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

7

---

Three Month
    
    
    Three Month
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year EndedPeriod ended
    
    
    Period ended
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,March 31,
    
    
    March 31,
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    20042009
    
    
    2008
    
    
    (audited)
    
    
    (audited)
    
    
    (audited)
    
    
    (audited)
    
    
    (audited)(unaudited)
    
    
    (unaudited)
    
    
    **$**
    
    
    (restated)
    
    
    **$**
    
    
    **$**
    
    
    **$****$**
    
    
    **$**
    
    
    
    
    
    **$**Revenues
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -Income (Loss) for the Period
    
    (785,984
    )
    
    (460,575
    )
    
    (2,790,811
    )
    
    11,745,384
    *
    
    (2,421,484
    )
    
    (1,780,074
    )
    
    (1,121,460
    )Income (Loss) Per
      Share
    
    (0.01
    )
    
    0.00
    
    
    (0.03
    )
    
    0.11
    
    
    0.03
    
    
    0.02
    
    
    0.02Cash Flows from Operating
      Activities
    
    (295,081
    )
    
    (526,013
    )
    
    (6,091,696
    )
    
    (1,209,395
    )
    
    (1,355,091
    )
    
    (851,997
    )
    
    (587,006
    )Cash Flows from
      Investing Activities
    
    (243,991
    )
    
    102,393
    
    
    11,620,725
    
    
    (3,973,902
    )
    
    (12,858,160
    )
    
    (707,330
    )
    
    (735,006
    )Total Assets
    
    30,147,254
    
    
    35,637,746
    
    
    18,120,248
    
    
    37,426,538
    
    
    19,490,706
    
    
    2,856,700
    
    
    1,896,035Current Assets
    
    9,762,757
    
    
    13,349,419
    
    
    10,503,296
    
    
    14,281,666
    
    
    15,026,965
    
    
    1,774,293
    
    
    1,161,660Liabilities
    
    4,449,696
    
    
    3,948,416
    
    
    836,141
    
    
    4,608,757
    
    
    383,366
    
    
    170,817
    
    
    197,625Common Stock
    
    20,633,843
    
    
    19,633,843
    
    
    20,633,843
    
    
    19,574,843
    
    
    18,478,026
    
    
    4,329,779
    
    
    2,171,849Accumulated Retained Earnings
      (Deficit)
    
    2,812,474
    
    
    5,928,694
    
    
    3,598,458
    
    
    6,389,269
    
    
    (5,356,115
    )
    
    (2,934,631
    )
    
    (1,154,557
    )Shareholders Equity
    
    25,697,558
    
    
    31,689,330
    
    
    17,284,107
    
    
    32,817,781
    
    
    19,107,340
    
    
    2,685,883
    
    
    1,698,410


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

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

Year Ended
    
    
    Year Ended
    
    
    Year ended
    
    
    Year ended
    
    
    Year endedDecember 31,
    
    
    December 31, 2007
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    (audited)
    
    
    2006
    
    
    2005
    
    
    2004(audited)
    
    
    (restated)
    
    
    (audited)
    
    
    (audited)
    
    
    (audited)**$**
    
    
    **$**
    
    
    **$**
    
    
    **$**
    
    
    **$**Net Income (Loss) for
      the Period
    
    (17,416,803
    )
    
    11,809,471
    
    
    (4,925,955
    )
    
    (1,922,360
    )
    
    (1,852,260
    )Net Income (Loss) Per Share
    
    (0.16
    )
    
    0.11
    
    
    (0.05
    )
    
    (0.02
    )
    
    (0.03
    )Cash Flows from
      Operating Activities
    
    (6,453,236
    )
    
    (5,594,271
    )
    
    (4,385,589
    )
    
    (1,426,060
    )
    
    (1,317,806
    )Cash Flows From Investing
      Activities
    
    11,982,265
    
    
    410,974
    
    
    (9,827,662
    )
    
    (133,267
    )
    
    (4,206
    )Total Assets
    
    15,398,882
    
    
    33,288,445
    
    
    16,412,038
    
    
    1,780,999
    
    
    1,165,235Retained Earnings/(Deficit)
    
    698,722
    
    
    2,357,187
    
    
    (8,682,172
    )
    
    (4,055,532
    )
    
    (1,885,357
    )


Capitalization and Indebtedness.

Not applicable.

Reasons for the Offer and Use of Proceeds.

Not applicable.

Risk Factors.

8

---

RISK FACTORS AFFECTING THE COMPANY

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

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

Since our inception, we have
never engaged in any mining operations and the Company has not generated any
revenues from mining operations. Our activities have been limited to the highly
speculative business of acquiring and exploring properties in the hope that
commercial quantities of gold, uranium or other minerals, will be discovered. At
the present time, none of our properties contain a known commercially mineable
mineral deposit. We believe that the probability of our reaching the development
stage on any of our properties is remote for a number of reasons. The
exploration for and development of mineral deposits involves significant risks,
which even a combination of careful evaluation, experience and knowledge may not
eliminate. While the discovery of an ore body may result in substantial rewards,
few properties which are explored are ultimately developed into producing mines.
Major expenses may be required to locate and establish mineral reserves, to
develop metallurgical processes and to construct mining and processing
facilities at a particular site. Whether a mineral deposit will be commercially
viable depends on a number of factors, including, but not limited to the
following: the particular attributes of the deposit, such as size, grade and
proximity to infrastructure; metal prices, which are highly cyclical; and
government regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of minerals and
environmental protection. Because so few properties which are explored ever
become producing mines, investors must be prepared for the possibility that we
will be unsuccessful and that they could lose their entire investment.

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

9

---

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

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

10

---

Lack of Revenue Producing Operations.

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

We Could Lose our Interests in our Properties if Minimum
Annual Work is Not Conductedand Option Payments are not
Made.

In order to maintain our
interests in our various properties, the Company is required to complete certain
annual work commitments on each property and make certain option or purchase
payments In the event such work is not completed or the required payments not
made, the Company could lose its interest in that property. Reference is made
the following risk factor and to Item 4. Information on the Company. D.
Property, Plants and Equipment.for a description of the Companys work and
payment commitments.

We Could Lose our Interest in the Picachos Project if we
do not Complete Substantial Exploration Activities by July 18, 2009and December 31, 2009

In order to maintain its option
to acquire a 70% interest in the Picachos Project the Company is required to
incur exploration expenditures of U.S. $1,000,000 by July 18, 2009 and an
additional U.S. $1,500,000 by December 31, 2009. Through May 31, 2009 the
Company had expended approximately U.S. $250,000 of the required exploration
expenditures and will not incur the required additional U.S. $750,000 by July
18, 2009. In the event the deadline is not extended again, or the Companys
obligations are not renegotiated, the Companys interest in the Picachos
Property could terminate and the Company could lose its entire interest in the
property.

Because We Have an Agreement to Terminate our Options on
the North Rae and Daniel Lake Uranium Prospects in Quebec, If We Lose our
Interest in the Picachos Project, other than our investment in Niger Uranium
Limited, We Would Have No Other Interests in Mining Properties.

On July 8, 2009 the Company reached an agreement with Azimut
Exploration Inc. to terminate its options to acquire a 65% interest in the North
Rae and Daniel Lake uranium prospects in Quebec. Since 2007 the Company has
devoted most of its time and resources on the exploration of these properties.
If the Companys options are terminated, and the Company loses its interest in
the Picachos Project, the Companys would not have any remaining mining
interests, other than its investment in Niger Uranium, a corporation with interests in eight uranium
prospects in the Republic of Niger, Africa.

11

---

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

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

The Person in Charge of Managing our Exploration Program
for the Picachos Project is an Employee of Seafield Resources Ltd., the Company
from which the Company hold its Option on the Picachos Project, Creating a
Potential Conflict of Interest

Our exploration activities on the
Picachos Project our managed by Michelle Robinson. Ms. Robinson is not an
employee of the Company but serves as an independent contractor. Ms. Robinson is
an employee of Seafield Resources, serving as its Exploration Manager - Mexico.
Accordingly, Ms. Robinson may face a conflict of interest in reconciling her
duties to the Company, as an independent contractor, to those of an employee of
Seafield Resources. In the event of a dispute between the Company and Seafield
Resources Ms. Robinson may determine that she is legally obligated to put the
interests of Seafield Resources ahead of the interests of the Company.

Title To Our Mining Properties Has Not Been
Verified.

Although the title to the
properties in which the Company holds interests were reviewed by or on behalf of
us, and title opinions were delivered to us, no assurances can 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 to individual mineral properties or mining
concessions may be severely constrained. The Company has not conducted surveys
of the claims in which it holds direct or indirect interests; therefore, the
precise area and location of such claims may be in doubt. Accordingly, the
properties may be subject to prior unregistered liens, agreements, transfers or
claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, the
Company may be unable to operate its properties as permitted or to enforce its
rights with respect to its properties.

12

---

The Value of our Mineral Properties is Dependent Upon
Commodity Prices Which Can Fluctuate Widely.

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

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

We Are Not Engaged in Mining Operations; In the Event We
Engage in Mining Operations in the Future, We Would Face Substantial
Regulation.

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

13

---

Titles to the Mexican Properties in which the Company has
an Interest are not Registered in the Name of the Company, Which may Result in
Potential Title Disputes Having a Negative Impact on the Company.

All of the agreements under which
the Company may earn interests in properties have either been registered or been
submitted for registration with the Mexican Public Registry of Mining, but title
relating to the properties in which the Company may earn its interests are held
in the names of parties other than the Company. Any of such properties may
become the subject of an agreement which conflicts with the agreement pursuant
to which the Company may earn its interest, in which case the Company may incur
expenses in resolving any dispute relating to its interest in such property and
such a dispute could result in the delay or indefinite postponement of further
exploration and development of properties with the possible loss of such
properties.

The Properties in Which the Company has Interests in
Mexico are Subject to Changes in Governmental Laws, Regulations, Economic
Conditions or Shifts in Political Attitudes or Stability in Mexico.

The Company has property
interests that are located in Mexico. Any changes in governmental laws,
regulations, economic conditions or shifts in political attitudes or stability
in Mexico are beyond the control of the Company and may adversely affect its
business. A more detailed analysis is found in Item 4. Information on the
Company  Business Overview  Regulation of Mining Industry  Mexico.

Mexican Foreign Investment and Income Tax Laws apply to
the Company.

Corporations in Mexico are taxed
only by the Federal Government. Mexico has a general system for taxing corporate
income, ensuring that all of a corporations earnings are taxed only once, in
the fiscal year in which profits are obtained. There are two federal taxes in Mexico that apply to the 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 revenue deductions for all refining and smelting
charges, direct operating costs, and all head office general and administrative
costs; and depreciation deductions. The 2008 corporate tax rate in Mexico is
28%.

14

---

Foreign currency fluctuations and inflationary pressures
may have a negative impact on the Company's financial position and
results.

The Company's property interests
in Mexico make it subject to foreign currency fluctuations and inflationary
pressures which may adversely affect the Company's financial position and
results. As the Company maintains its accounts in Canadian and US dollars, any
appreciation in Mexican currency against the Canadian or US dollar will increase
our costs of carrying out operations in Mexico. Further, any decrease in the US
dollar against the Canadian dollar will result in a loss on our books to the
extent we hold funds in US dollars. The steps taken by management to address
foreign currency fluctuations may not eliminate all adverse effects and,
accordingly, the Company may suffer losses due to adverse foreign currency
fluctuations. The Company also bears the risk of incurring losses occasioned as
a result of inflation in Mexico.

Regulation of Mining Operations in Mexico is Very
Extensive.

Regulatory requirements to which
the Company is subject to in Mexico include certain permits that require
periodic or annual renewal with governmental and regulatory authorities. In
addition, the Company is required to comply with existing permit conditions.
Although the Company believes that it is currently in full compliance with
existing permit conditions, and although its permits have been renewed by
governmental and regulatory authorities in the past, there are no assurances
that the applicable governmental and regulatory authorities will renew the
permits as they expire, or that pending or future permit applications will be
granted, or that existing permits will not be revoked. In the event that the
required permits are not granted or renewed in a timely manner, or in the event
that governmental and regulatory authorities determine that the Company is not
in compliance with its existing permits, the Company may be forced to suspend
operations.

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

The Company has conducted
exploration activities in Canada and Mexico and, through its investment in Niger
Uranium Limited, in the Republic of Niger. The Companys foreign mining
investments are subject to the risks normally associated with the conduct of
business in foreign countries. The occurrence of one or more of these risks could have a material and adverse effect on the Companys
earnings or the viability of its affected foreign operations, which could have a
material and adverse effect on the Companys future cash flows, results of
operations and financial condition.

15

---

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

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

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

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

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

16

---

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

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

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

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

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

17

---

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

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

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

Our Senior Management does not have Extensive Mining
Backgrounds or Experience Serving as Senior Management of Publicly Traded
Companies

Neither Mr. Lynch nor Mr. Danon
have extensive mining backgrounds, nor extensive experience in serving as senior
management of publicly traded companies.

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

In addition, senior managements
inexperience operating publicly traded companies, combined with the extensive
and complex requirements of the Sarbanes-Oxley Act and other corporate
governance provisions in the United States and Canada, and the fact the
executive primarily responsible for regulatory compliance is not a full-time
employee, increases the possibility that the Company may be unable to comply
with all applicable requirements and conditions.

In addition to complying with the
complex demands of managing a public company, it will be necessary for the
Company to raise substantial funds, over the near and long term, to maintain existing property interests, acquire,
explore, and if warranted, develop mineral properties. The absence of management
experienced in mining and operating publicly traded companies could make it more
difficult to raise the required funds, as investors may be reluctant to invest
in such a company.

18

---

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

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

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

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

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

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

19

---

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

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

Our Stock Price Could be Volatile.

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

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

20

---

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

Future Sales of Common Shares by Existing
Shareholders.

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

Item 4. Information on the Company.

A.History and Development of the Company.

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

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

B. Business
Overview*.

See Glossary on pages 54-57 for terms
used throughout this Annual Report.

Forward-Looking Statements

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

21

---

General

The Company was founded on
September 26, 2003 to explore for precious and base metals and uranium. The
Company is an exploration stage company and is not engaged in any mining
operations, and there can be no assurance it will ever engage in mining
operations. At the present time, its only interests are (i) an option to acquire
a 70% interest in properties in Mexico's Durango state (the Picachos Project),
and (ii) a 33.8% of interest in Niger Uranium Limited, a corporation with
interests in eight uranium prospects in the Republic of Niger, Africa. On July
8, 2009 the Company entered into an agreement with Azimut Exploration Inc.
(Azimut) to terminate its option agreements to acquire interests in the North
Rae and Daniel Lake Properties, located in the Ungava Bay Region, Quebec,
Canada. In addition, in December 2008 the Company entered into an agreement with
Chroma International, pursuant to which Chroma will provide the Company with
consulting services in the discovery, acquisition of rights, and the
exploitation of mineral resource properties in Vietnam. At the present time,
none of the Companys property interests contain a known commercially minable
mineral deposit.

Last year, on July 5, 2008 the
Company entered into an agreement with Azimut Exploration Inc. (Azimut) to
terminate its options on the North Rae and Daniel Lake properties in exchange
for Azimut agreeing to pay it $4,000,000 and issuing the Company 1,100,000 of
Azimuts common shares by October 3, 2008. These deadlines were subsequently
extended to December 31, 2008. However, Azimut did not fulfill these conditions
and the termination agreement expired. Accordingly, the Companys options on the
North Rae and Daniel Lake properties remained in effect. However, on July 8, 2009 the Company entered into another termination agreement
with Azimut pursuant to which the Company agreed to terminate its options
conditional in exchange for Azimut issuing the Company 1,800,000 of its common
shares; the Azimut shares will be subject to a nine month holding period. During
this nine month period the Company will have the preemptive right to participate
in any private placements of Azimuts shares, in order to enable the Company to
maintain its proportionate equity interest of 9.4% of Azimuts outstanding
shares. In addition, Azimut agreed to pay the Company $1,000,000 upon the
earlier of (i) the commencement of full commercial production of uranium from
the North Lake and Daniel Lake properties, or (ii) Azimut concluding an outright
sale of all or portion of its interests in the North Rae and Daniel Lake
properties to a third party. Reference is made to Item 4. Property, Plants
and Equipment. for a description of the Companys interests in the North
Rae and Daniel Lake properties and the termination agreement dated July 8,
2009.

22

---

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

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

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

23

---

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

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

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

Agreement with Chroma International

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

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

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

Through Chroma the Company has had
preliminary meetings with the Vietnam Atomic Energy Commission. At the present
time, the Company has not acquired any interests in any mining properties in
Vietnam, and there can be no assurance it will ever obtain a mining property in
Vietnam, or elsewhere in Asia.

Description of Mining Industry

24

---

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

| | 1. | The amount of mineralization which has been established,
      and the likelihood of increasing the size of the mineralized deposit
      through additional drilling;    
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                           
| | 2. | The expected mining dilution;                                                                                                                                             
| |    |                                                                                                                                                                           
| | 3. | The expected recovery rates in processing;                                                                                                                                
| |    |                                                                                                                                                                           
| | 4. | The cost of mining the deposit;                                                                                                                                           
| |    |                                                                                                                                                                           
| | 5. | The cost of processing the ore to separate the gold,
      uranium, or other minerals or metals from the host rocks, including
      refining the precious or base metals;
| |    |                                                                                                                                                                           
| | 6. | The costs to construct, maintain, and operate mining and
      processing activities;                                                                                     
| |    |                                                                                                                                                                           
| | 7. | Other costs associated with operations including permit
      and reclamation costs upon cessation of operations;                                                         
| |    |                                                                                                                                                                           
| | 8. | The costs of capital;                                                                                                                                                     
| |    |                                                                                                                                                                           
| | 9. | The costs involved in acquiring and maintaining the
      property; and                                                                                                   

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10. | The price of the precious or base minerals. For example,
      the price of one ounce of gold for the years 2001-2008 ranged from a low
      of $271 U.S. in 2001, to a high of $1,011.25 U.S. in 2008. At July 6,
      2009, the price of gold was $924.50 U.S. per ounce1. The price
      of one pound of uranium for the years 2001-2008 ranged from a low of $7.25
      U.S. in 2001, to a high of $136.00 U.S. in 2007. At June 26, 2009, the
      spot price of uranium was $52.00 U.S. per pound.

____________________________1 Based upon the
Average Spot Price of Gold, London PM fix.

25

---

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

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

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

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

Regulation of Mining Industry

Canada

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

26

---

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

Mexico

The exploration and exploitation
of minerals in Mexico may be carried out by Mexican citizens or Mexican
companies incorporated under Mexican law by means of obtaining exploration and
exploitation concessions. Mining concessions are granted by the Mexican federal
government for a period of 50 years from the date of their recording in the
Public Registry of Mining and are renewable for another 50 years. Mining
concessions are subject to annual work requirements and payment of surface taxes
which are assessed and levied on a semiannual basis. Such concessions may be
transferred or assigned by their holders, but such transfers or assignments must
comply with the requirements established by the Mexican Mining Law and be
registered before the Public Registry of Mining in order to be valid against
third parties.

Mineral exploration and
exploitation concessions may also be obtained by foreign citizens or foreign
corporations, in this latter case, through the establishment of a branch or
subsidiary in Mexico, and in the case of foreign citizens, provided that they
comply with certain requirements set forth in the Foreign Investment Law.
Foreign citizens are required to apply for the corresponding authorization
before the Ministry of Foreign Affairs and register their investment in the
National Registry of Foreign Investment. In the case of a branch of foreign
corporations, in addition to registration in the National Registry of Foreign
Investment, additional authorization from the Ministry of Economy is required in
order to obtain subsequent registration in the corresponding local Public
Registry of Commerce.

27

---

Mexican mining law does not
require payment of finder's fees or royalties to the Government, except for a
discovery premium in connection with national mineral reserves, concessions in
marine zones and claims or allotments contracted directly from the Council of
Mineral Resources. None of the property interests held by the Company are under
such fee regime. However, holders of exploration and exploitation concessions
are required to pay surface taxes which are assessed and levied on a semi-annual
basis.

Republic of Niger

The Company in no longer directly
involved in exploration activities in the Republic of Niger. However, it has
a33.18% interest in Niger Uranium Limited, a corporation with eight
uranium prospects in the Republic of Niger.

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

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

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

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

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

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

28

---

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

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

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

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

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

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

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

C.Organizational
Structure.

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

D. Property, Plants and
Equipment.

Picachos Project, Durango State, Mexico

The Company has an option to
acquire up to a 70% interest in a silver-gold prospect located in Mexicos
Durango Province (the Picachos Project). The Company acquired its original
interest in the property in July 2004 when it entered into an option agreement with RNC Gold Inc. (RNC) to acquire a 50% interest
in two silver-gold properties in Mexico's Durango and Sinaloa provinces (the
Picachos Project). Subsequently, in October 2005, the Company amended its
option agreement to give it the right to acquire the remaining 50% interest in
the Picachos Project. The Picachos property portfolio originally included the
7,778-hectare (19,000-acre) silver-gold Picachos property area in Durango State
and the 17,800-hectare (43,900-acre) Tango gold claims in Sinaloa State. In 2005
the Company decided to focus its exploration on the 7,778 hectare silver-gold
Picachos Property. Accordingly, on November 17, 2005 the Company dropped its
interest in the Tango gold claims in Sinaloa State.

29

---

Under the terms of its original
option with RNC, in order to earn its initial 50% interest, the Company was
required to incur exploration expenditures of $1,500,000 by December 31, 2006
and generate a feasibility study for the production of a minimum of 25,000
ounces of gold per year by July 2007 (Feasibility Study). In October 2005, the
Company amended its agreement with RNC to acquire an option to acquire a 100%
interest in the Picachos Project. Under the terms of its original agreement with
RNC, after the Company earned a 50% interest in the project, it would be granted
the right to acquire RNCs remaining 50% stake in the Picachos Project. The
purchase price for acquiring the remaining 50% interest was $20,000,000, payable
as follows:

| | 1. | $3,000,000 at the time the Feasibility Study is
      completed;                                                  
| | -- | ------------------------------------------------------------------------------------------------------------------
| | 2. | $9,000,000 at the Commencement of Commercial Production;
      and                                                
| | 3. | $2,000,000 on each of the first through fourth
      anniversaries of the Commencement of Commercial
  Production.

On February 28, 2006 Yamana Gold
Inc. (Yamana) acquired RNC. Pursuant to an Option Agreement with Yamana, dated
December 22, 2006, the Companys option was reduced from the right to acquire a
100% interest in the Picachos Project to an option to acquire a 70% interest. In
order to earn a 70% interest the Company is required by December 22, 2009 (i) to
incur U.S. $3,000,000 in exploration expenditures, (ii) issue Yamana 1,000,000
of its Shares, and (iii) make payments of U.S.$400,000 to Yamana, as set forth
below.In 2008 Yamana assigned to Seafield Resources Ltd. (Seafield)
its interest in its option agreement with the Company, notwithstanding that the
Company was still required to make the cash payments and share issuances
described below to Yamana.

The Company is required to incur
the following exploration expenditures of U.S. $3,000,000:

| | 1. | U.S.$500,000 by December 31, 2007 (done);                                                              
| | -- | -------------------------------------------------------------------------------------------------------
| | 2. | U.S.$1,000,000 by July 18, 2009 (deadline extended from
      December 31, 2008 and June 30, 2009); and
| | 3. | U.S. $1,500,000 by December 31,
2009.                                                                  

30

---

The Company is also required to issue
the following shares to Yamana:

| | 1. | 400,000 Shares by January 21, 2007 (done);                                                             
| | -- | -------------------------------------------------------------------------------------------------------
| | 2. | 200,000 Shares by December 31, 2007 (done);                                                            
| | 3. | 200,000 Shares by July 18, 2009 (deadline extended from
      December 31, 2008 and June 30, 2009); and
| | 4. | 200,000 Shares by December 31,
2009.                                                                   

Finally, the Company is required to
make the following payments to Yamana:

| | 1. | U.S.$100,000 by December 22, 2006 (done);                                                            
| | -- | -----------------------------------------------------------------------------------------------------
| | 2. | U.S.$100,000 by December 22, 2007 (done);                                                            
| | 3. | U.S.$100,000 by July 18, 2009 (deadline extended from
      December 22, 2008 and June 30, 2009); and
| | 4. | U.S. $100,000 by December 22,
2009.                                                                  

The Company will not be incurring
the required exploration expenditures by July 18, 2009. In the event the
deadline is not extended again, or the Companys obligations are not
renegotiated, the Companys interest in the Picachos Property could terminate
and the Company could lose its entire interest in the property.

Under the present option
agreement, in the event the Company does fulfill all of its obligations and
earns a 70% interest in the Picachos Project, the Company and Seafield will
incorporate a company under the laws of Mexico to carry out, if warranted, the
construction, development, and operation of one or more mines on the property.
Initially, the Company would own 70% of this company, and Seafield will own the
remaining 30%.

Kabir Ahmed, formerly the Chairman of
the Companys Board of Directors, was a director of RNC at the time the original
option agreement was entered into in 2004, but he resigned his position as a
director of RNC during 2005, prior to the October 2005 amendment to the option
agreement.

The properties comprising the
Picachos Project do not contain a known commercially mineable mineral deposit
and the Companys proposed exploration programs are exploratory in nature.

31

---



32

---



Property Description, Location and Access

There is no known commercially
mineable mineral deposit on any of the properties comprising the Picachos
Project.

The Picachos Property, in the
southwestern part of the state of Durango, is centered about 100 kilometers
west-southwest of Durango City, and occurs north-northwest of the
Durango-Mazatlán highway, about eight kilometers from Puerto Espinazo del
Diablo. The property consists of four concessions overlapping a contiguous
surface area of 7,778 hectares. The concessions are owned by Minera Tango S.A.
de CV. (Tango), a subsidiary of Seafield Resources Ltd (SFF). Seafield
purchased Minera Tango from Yamana Gold Inc. during 2006. Prior to Tango
acquiring the licenses, Camargo acquired the licenses based on the presence of a
large number of old native silver-gold mine workings and a favorable geological
setting. Most of the mine workings were enlarged as a result of the interest of
the early Spanish settlers.

The Los Cochis prospect portion
of the property is located just below the village of La Mesa de Los Negros,
about 5 kilometers from the main regional highway between Durango and Mazatlan,
the capital of neighboring Sinaloa State. It is on the south central part of the
Camargo concession, part of a larger land package in the southeastern quadrant of a caldera complex in the Western Sierra Madre.
Access to the property is via the Durango-Mazatlan highway, and a network of
country roads that links the villages of La Mesa, Huizar, La Ventana, Picachos,
El Durazno, Neveros and Los Desmontes. A 230 KV electrical transmission line
runs parallel to Highway 40, and a branch line to La Mesa de Los Negros. Rural
satellite phones are installed in all of the villages. Water is readily
available from mountain streams that are re-charged in the summer rainy season
between July and October.

33

---

Temperatures are subject to
seasonal variations, which are largely dependent on elevation. Above 2,000
meters, the climate is drier and temperatures range from over 30°C in summer to
below freezing at night in the winter with some snowfall. Below 2,000 meters,
the climate gradually becomes more hot and humid, with temperatures ranging from
10°C in winter to 38°C in summer. Irrespective of season, nightfall can bring
substantial drops in temperature. The rainy season is from July to October.

There is a ready supply of labor
in the immediate area of the prospects. People living in the Picachos area are
mainly farmers, cattle ranchers, and fruit growers. A 230 KV electrical
transmission line runs parallel to Highway 40. Neveros is connected to the power
grid via a branch line. The village of La Mesa de Los Negros has grid
electricity and a telephone.

The Picachos Property covers
small past silver and gold producers and several significant silver/gold
showings that remain to be fully explored. Camargo and Tango have carried out a
significant amount of ground work, including geochemical sampling and two drill
holes.

Based on its comparisons with
other mines and mineral deposits in the Sierra Madre, including the Tayoltita
Mine located a short distance to the north, the WGM Report concluded that the
Picachos area has the potential to host an economically significant silver-gold
deposit. In addition, the silver-gold values found on the property demonstrate a
potential for bulk tonnage scale mineralization. However, there is no known
commercially mineable mineral deposit on any of the properties comprising the
Picachos Project and the Companys proposed exploration programs are exploratory
in nature.

Previous Exploration on Picachos Property

Picachos was one of the larger
historic mining towns within the property and is located about eight kilometers
north of La Mesa de Los Negros. The Spanish reportedly built a smelter facility
on the north bank of the arroyo Picachos, just below one of the trails to the
village of La Ventana. Smelter feed was mainly from several stopes located in
the El Toro target area, and perhaps from the mines on the south flank of
Copo El Pino (Pine Peak). Slag has also been found at a historic smelter
site west of the Las Chivas adit (Los Cochis area).

34

---

In 1997, Canamera Geological of
Vancouver staked the 50,000 Ha Flora concession. Between April 20, 1998 and June
5, 1998, over 200 rock samples were taken from the Flora claim. Of these, 151
occur within a caldera structure north of the Espinazo del Diablo on the
northwest corner of the Flora Property. In the summer of 1998, a
reconnaissance-style soil geochemistry grid was completed over Los Cochis, one
of the most promising polymetallic epithermal precious metal deposits in the
caldera. A total of 116 rock samples and 489 soil samples were collected. The
program finished in November of 1998, but the assay results were never released
from the lab due to non-payment of assay bills incurred by Canamera on its
Canadian projects.

In June of 1999 Minera Camargo
was incorporated, and negotiations were opened with Eastern Meridian Mining
Corporation to start a joint venture in the Picachos area, a few kilometers
north of the Los Cochis prospects. During the negotiating period, the Picachos
claim was staked. An option agreement was signed with Eastern Meridian 31 July
1999.

Between October 1, 1999 and
February 25, 2000, detailed mapping and sampling was done on the larger stopes
and tunnels, including El Toro, Los Angeles and El Pino. Overall, 135
chip-channel samples were cut and sent to Bondar Clegg for analysis. All were
fire-assayed for gold and silver, and those with base metal mineralization were
also assayed for Copper, Pb and Zinc. Some of the best overall results were from
El Pino. Although El Pino had clear potential to host a significant deposit,
Eastern Meridian was unable to re-finance due to weak precious metal prices.
Their option agreement with Camargo defaulted on January 31, 2002. In late 2001,
the Flora Property was cancelled by the Mexican Government.

In March of 2002, Southern Africa
Minerals and Minera Camargo started negotiating a deal for a joint venture on
the Picachos property, and the Camargo claim was staked as an addition to the
joint venture area. The Camargo Property hosts the Los Cochis and Guadalupe
deposits (the Flora title was cancelled in October of 2001 due to non-payment of
mining duties). Southern Africa Minerals changed its name to Tango Mineral
Resources to reflect the new Latin American focus for the Company.

In the summer of 2002, a limited
soil sampling program was completed over the central part of the El Pino deposit
area, and additional prospecting was done along strike of the known vein. In the
fall, a permanent camp and road to the El Pino deposit was constructed, and two
diamond core holes were drilled to depths of 216 meters and 171 meters in early
2003. Although both holes intercepted the vein, the drilling program was aborted
pre-maturely due to mechanical problems with the drill. In late 2002, a deal was
negotiated with Chemex Laboratories to release the Los Cochis assays, and those
results were compiled in the first half of 2003. Geochemical results
from El Pino and Los Cochis were clearly starting to define the extents of
several epithermal Districts on the Picachos Property. Unfortunately, the lack
of performance by the drillers did not deliver results, and Tango Mineral
Resources was taken over by RNC Gold in late 2003.

35

---

In early 2004, RNC Gold optioned
the property to the Company, as described earlier.

Summary of Exploration Work Completed by the Company

The Companys first phase
exploration program was completed during the third quarter of 2005, at a cost of
$620,980, and consisted of additional land acquisition, the acquisition and
study of remote sensing imagery, hand trenching, soil geochemical surveying and
sampling at three of the most prospective targets for gold (El Toro, Los Cochis
and Guadalupe targets).

Summary of First Phase 2005 Exploration Program

The results of the first phase
exploration program were generally positive. Results are available for 10,096
soil samples from Los Cochis, El Toro and Guadalupe. The highest gold values to
date were returned from the El Toro samples, which defined a strong polymetallic
geochemical anomaly. Several of these samples contained in excess of 500 ppb
gold, and values of 2,424 ppb gold occurred in soils near the previous mine
workings. This discovery at El Toro is in addition to the large Los Cochis
anomaly, which returned the highest silver values to date and was considered by
the Company to be a compelling drill target.

Summary of Second Phase 2005-2006 Exploration
Program

The Company planned a second
phase exploration program, costing $1.0 million, which was expected to be
completed by December 30, 2006. The second phase exploration program was
designed to further develop the Los Cochis, El Toro and Guadalupe targets;
airborne survey of the Picachos properties; and underground development of the
El Pino target. However, during 2006 Yamana acquired RNC and the Company
renegotiated the terms of its option. Accordingly, it did not complete the
second phase exploration program.

In November of 2006 the Company
hired SJ Geophysics of Vancouver to complete a 50 line kilometer 3-D induced
polarization and resistivity survey over the Los Cochis and Guadalupe targets.
Forty five line kilometers of ground magnetics over Los Cochis were also
completed. SJ Geophysics report and interpretations were delivered to the
Company in March of 2007. Some of the resistivity highs are correlated with
silicified zones at Navarrete and the Campamento (Las Chivas) zone at Los
Cochis. The strongest IP responses are probably defining quartz-pyrite
lithocaps, or zones where cooling steam condensed and precipitated silica and
iron sulfide. Moderate IP responses appear to reflect mineralization, some of
which may have a manto or bedding parallel geometry.

36

---

2007 Exploration Program

In the fall of 2007, 3,125.25
meters of drilling in 21 reverse circulation holes were completed, mainly in the
strong soil geochemical anomaly defined in 2005, and in one of the chargeability
anomalies.

The drilling program was designed
to test a steeply dipping epithermal vein model for Los Cochis. The analytical
results and new geological model imply that the principal control on the
mineralization might be stratigraphic. Management believes the results of the
drill program were encouraging and that further work is recommended.

The total cost of the 2007 exploration
program was approximately $586,000.

2008 and 2009 Exploration Programs

In order to maintain its option
to acquire a 70% interest in the Picachos Property the Company is required to
incur U.S. $1,000,000 of exploration expenditures by July 18, 2009, with
additional exploration expenditures of US$1,500,000 required to be incurred by
December 31, 2009.

During 2008, a total of $282,695
in exploration expenditures were incurred on the property, approximately U.S.
$250,000 of which was credited towards the July 18, 2009 commitment.

In mid-2008, the Company decided
to initiate drill testing of three targets on the property. Specifically, 1,955
meters in 9 holes are planned at El Pino, 855 meters in three holes are planned
at Guadalupe and 2,630 meters in 15 holes are planned at El Toro. In the summer
of 2008, project design, camp construction, environmental studies and
negotiations with the Ejidos of La Mesa de Los Negros and Picachos y Duraznitos
were completed. The Company formally applied to SEMARNAT, the governing body
overseeing mining operations in Mexico, for an operating permit on October 13,
2008. The Informe Preventivo was resolved November 13, 2008 under Document
Number SG/130.2.1.1/002193, and is valid for 24 months. The Informe Preventino
is the document which sets forth a description of where drill holes are to be
located, and the measures to be taken by the Company during its operations to
minimize and mitigate any environmental damage. On February 27, 2009, SEMARNAT
resolved the Estudio Tecnico Justificado Cambio de Suelo under Document Number
130.2.2. /000369, and this part of the operating permit is valid for 12 months.
This allows the Company to cut down trees to build roads and drill pads. It also describes the
location of the access roads to the property.

37

---

The Company is in the process of
developing a work program for the summer of 2009. Presently, the Company is not
actively engaged in any exploration activities on the Picachos Property and will
not incur the required U.S. $1,000,000 by July 18, 2009 (extended from a June
30, 2009 deadline). In the event the deadline is not extended again, or the
Companys obligations are not renegotiated, the Companys interest in the
Picachos Property could terminate and the Company could lose its entire interest
in the property.

Any funds expended by the Company
for exploration of the Picachos Property will come from the Companys working
capital.

Management of Picachos Project

Michelle Robinson, MASc,
P.Eng.,a professional engineer, is the person responsible for overseeing
and carrying out the Companys exploration programs on the Picachos Project in
Mexico. She is also the Exploration Manager-Mexico for Seafield, the optionor of
the property.

Interest in Niger Uranium Limited

The Company owns a 33.8% of
interest in Niger Uranium Limited, a corporation with interests in eight uranium
prospects in the Republic of Niger, Africa, as well as interests in other
companies.

History of Companys Investment in Niger Uranium Limited

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

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

38

---

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

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


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

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

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

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

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

39

---

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

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

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

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

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

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

In August 22, 2007 Mr. Marek
Kreczmer, the Companys President and Chief Executive Officer at the time, was
appointed Niger Uraniums Managing Director and Chief Executive Officer and to
its Board of Directors. On January 5, 2008 Mr. Kreczmer resigned as Niger
Uraniums Chief Executive Officer, and on June 6, 2008 he resigned from the
board of directors. Mr. Ian Stalker, who had been UraMins CEO, was appointed
its Executive Deputy Chairman. Mr. Neil Herbert, UraMins Finance Director, was
appointed to Niger Uraniums board of directors. Mr. Wayne Beach, a former
director of the Company, and Mr. John Lynch, a director of the Company at the
time and recently appointed Chief Executive Officer of the Company, were
appointed non-executive directors of Niger Uranium. Mr. Beach resigned from
Niger Uraniums Board of Directors on February 11, 2009. Mr. Raphael Danon, the
Companys Chief Financial Officer, was appointed a non-executive director of
Niger Uranium in May 2009. In addition, Mr. James Mellon, was appointed director
and non-executive Chairman of Niger Uranium.

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

40

---

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

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

In April 2008 Niger Uranium purchased 4,421,000 ordinary shares
of UrAmerica, a private company with uranium exploration projects in Argentina,
Paraguay and Colombia. This purchase represented 20.89% of total issued shares
of UrAmerica. In connection with this purchase Niger Uranium paid UrAmerica
$2,500,000 U.S. and issued it 4,664,306 of its shares. Niger Uranium also
received warrants to purchase 4,421,000 ordinary shares of UrAmerica at an
exercise price of $1.639 per ordinary share. Following this transaction the
Company owned 33.18% of Niger Uraniums 104,664,306 outstanding shares.

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

41

---

Information on Niger Uraniums Properties

Marek Kreczmer, formerly the
Companys Chief Executive Officer and President, had been Niger Uraniums Chief
Executive Officer from August 2007 to his resignation in January 2008. In
addition, Mr. Kreczmer resigned from Niger Uraniums board of directors in June
2008. Currently, only John Lynch and Raphael Danon are members of Niger
Uraniums Board of Directors, as non-executive directors. Accordingly, at the
present time, the Company does not have independently verified current
information on Niger Uraniums planned exploration activities, previous
exploration activities, geology, results of recent exploration activities, and
related information for Niger Uraniums Niger properties. The following
information on Niger Uraniums exploration activities since January 2008 is
based upon Niger Uraniums public disclosures and has not been independently
confirmed by the Company.

Exploration Conducted by Company on Irhazer and In Gall
Concessions

The Company completed a
high-resolution, multi-sensor airborne geophysical survey over the properties
where several targets were identified. This was followed by ground geophysics
and mapping of the uranium anomalies. The ground geophysics identified four
radioactive structures which were drill tested in the 2007.

Results on surface samples
announced in March 2007 ranged from 0.032% to 0.09% U3O8. Also, five outcrop
samples returned values from 0.22% to 1.0% U3O8.

From March 2006 through March
2007, the Company invested over Can. $1.3 million on exploration of its Niger
properties.

On January 28, 2008, Niger
Uranium announced that Phase 1 drilling and trenching had commenced at the
Irhazer and In Gall Concessions and scheduled to include 18 holes totaling 8,200
feet (2,500 meters). Phase 2 drilling, which was expected to consist of 24,600
feet (7,500 meters), commenced in April. Niger Uranium also reported that
groundwork on northerly, structurally controlled targets was underway at Irhazer
and In Gall, while mapping, ground magnetics and track-etch radon detection work
was expected to commence in early February. Surface rock-chip samples taken in
2007 and analyzed in January 2008 from the targets ranged from 45 to 9,829 ppm
(0.98% uranium) and confirmed the highly prospective character of these
targets.

On April 17, 2008, Niger Uranium
revealed initial downhole radiometric logging results for the Phase 1 drilling
program at In Gall. Of note, drilling at target 17 delineated a 16,400-foot by
2,950-foot (5,000¬meter by 900-meter) near-surface uranium-mineralized layer,
which remained open to the west. Radiometric probe data showed the layer had an
average thickness of 3.9 feet (1.2 meters) and a grade of 122 parts per million (ppm) equivalent U3O8 (eU3O8) based upon data from 32
boreholes drilled on a 820-by-1,300 foot (250-by-400 meter) grid.

42

---

According to Niger Uranium, the
probe data indicated the grade and thickness of the layer was consistent with 32
intersections returning values ranging from 63 ppm eU3O8 over 2.2 feet (0.7
meters) to 177 ppm eU3O8 over 5.9 feet (1.8 meters). Results of x-ray
fluorescence (XRF) analysis on samples from the same boreholes indicated higher
grades of up to 238 U3O8 over 6.5 feet (2.0 meters).

In late April  2008, Niger
Uranium announced that it expected to commence drilling to follow up on surface
grab samples within the In Gall and Irhazer licenses, which returned up to 0.98%
uranium.

On August 28, 2008, Niger Uranium
announced a SAMREC (South African Code for Reporting of Mineral Resources and
Mineral Reserves)-compliant Inferred Resource of 4.39 million lbs of uranium at
the In Gall target on the companys 100% owned In Gall license. The resource
estimate of 14.06 million tonnes at an average grade of 141.5 ppm uranium using
a 100 ppm cut-off (containing 4.39 Mlbs uranium) was completed by MSA
Geoservices of Johannesburg, based upon 2,664.7 meters of drilling in 58
boreholes drilled on a 250 by 500 meter grid.

On November 12, 2008, Niger
Uranium announced that a 1600 point radon and geochemical survey commenced on
the 100% owned Irhazer license area. It was stated that Niger Uranium believed
that radon detection coupled with conventional geochemistry and geological
interpretation were the best means of detecting a potential buried deposit,
which may be obscured due to the presence of a cover of younger sediments in the
area. Niger Uranium further announced that it had recruited specialist radon
detection consultants, Stratamodel Inc., to carry out the radon survey that the
field teams commenced on the 10th of November, 2008. Drilling was planned to
commence within 8 weeks of completion of the survey.

On December 2, 2008, Niger
Uranium announced that fieldwork was underway at the Henkries project in South
Africa. The objective of the work program was to define resources in preparation
for a Pre-Feasibility Study scheduled to commence in the second quarter of 2009.
Niger Uranium has a total project exploration target of 10 Million lbs U3O8 at
the Henkries project.

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

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

43

---

North RaeUranium Project, Northern Quebec,
Canada

On January 9, 2007, the Company
entered into an Option Agreement, formalizing the March 2, 2006 Letter of
Intent, to acquire up to a 65% interest in a uranium project in the Ungava Bay
region of northern Quebec, Canada, from Azimut Exploration Inc. (Azimut). The
North Rae Uranium Project consists of four blocks representing 1,853 claims with
a total area of 204,108 acres.

On July 5, 2008 the Company
entered into an agreement with Azimut to terminate (July 5, 2008 Termination
Agreement) its (i) option on the North Rae Uranium Project and (ii) its option
to acquire a 65% interest in the Daniel Lake Property, Northern Quebec, Canada,
described in Item 4. Property, Plants and Equiment.Daniel Lake Uranium Project, Northern Quebec, Canada. The termination of
the two option agreements was conditional upon Azimut (i) paying the Company$4,000,000 by October 3, 2008 and (ii) issuing the Company 1,100,000 of
Azimuts common shares. However, Azimut did not fulfill its obligation under the
July 5, 2008 Termination Agreement. Accordingly, the July 5, 2008 Termination
Agreement expired and the Companys options on the North Rae and Daniel Lake
properties remained in effect.

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

After Azimut issues the Company
1,800,000 of its shares, the Company (i) will no longer have any interest in the
North Rae and Daniel Lake properties, (ii) will have no remaining obligations to
Azimut regarding the properties and the option agreements, and (iii) will vacate
the properties immediately.

In the event Azimut does not
issue the Company 1,800,000 shares within 30 days of July 8, 2009, the
termination agreement will expire, the Companys option agreements on the North
Rae and Daniel Lake properties will remain in effect, and the Companys
obligations pursuant to the option agreements will be extended for one year. All
funds spent by Azimut on the properties from July 8, 2009 through the date the
agreement terminates will be deemed to be the Companys work expenditures for
purposes of the Companys obligations under the option agreements.

44

---

Companys Obligations Under the
North Rae Option Agreement

Originally, in order to acquire
its initial 50% interest in the North Rae Uranium Project, the Company was
required to (i) make cash payments totaling $210,000 over five years, (ii) issue
Azimut a total of 150,000 Shares, and (iii) incur a total of $2,900,000 in
exploration expenditures over five years, which it did, as set forth below.

Under the terms of the Letter of
Intent the Company was required to make the following cash payments, totaling
$210,000, to Azimut:

Cash Payments to Azimut$50,000
    On execution of Letter of
      Intent (March 2, 2006)$30,000
    March 2, 2007 (paid)$30,000
    March 2, 2008 (paid)$40,000
    March 2, 2009 (paid)$60,000
    March 2, 2010


Upon receipt of confirmation of
acceptance of the filing of the Letter of Intent by the TSX Venture Exchange
(Acceptance Date), the Company was required to issue Azimut 100,000 Shares.
The Acceptance Date was April 28, 2006. On the first anniversary of the
Acceptance Date, the Company issued an additional 50,000 Shares to Azimut.

In addition to the cash payments
and shares issuance described above, the Company was required to incur the
following exploration expenditures on the North Rae Uranium Project, totaling
$2,900,000, which it incurred by the beginning of 2008.

Minimum and Cumulative Work Expenditures on the
      North Rae Uranium Project$400,000
    On or before March 2, 2007
      (incurred)$400,000
    On or before March 2, 2008 (incurred)$700,000
    On or before March 2, 2009
      (incurred)$700,000
    On or before March 2, 2010 (incurred)$700,000
    On or before March 2, 2011
      (incurred)


45

---

Because the Company had made cash
payments totalling $210,000, issued Azimut a total of 150,000 Shares, and
incurred the minimum work expenditures totalling $2,900,000, it had the right to
acquire a 50% undivided interest in the North Rae Uranium Project. However, the
Company never gave Azimut notice that it had acquired a 50% interest in the
project. Upon giving notice to Azimut, a joint venture between the Company and
Azimut would have been deemed to have been established. The initial, actual and
deemed expenditures of each party to the joint venture would have been
$2,900,000. Upon the Companys acquiring its 50% interest in the North Rae
Uranium Project, Azimut was to retain a 2% yellow cake royalty.

In the event the Company wished
to increase its interest to 65% the Company was required to (i) issue Azimut an
additional 100,000 Shares, (ii) pay Azimut $20,000 per year for five years,
(iii) incur annual minimum exploration expenditures of $200,000, for a five year
period ($1,000,000 in total), and (iv) during this five year period provide
Azimut with a Bankable Feasibility Study. If the Company decided not to increase
its interest to 65%, it was required to make a $100,000 payment to Azimut,
within two months of its acquiring its 50% interest.

The requirement to provide Azimut
with a Bankable Feasibility Study could have been extended for three subsequent,
annual and consecutive periods of one year each by paying Azimut $50,000 per
year.

Azimut Notice of Default and Successful Curative Action by
NWT

On December 18, 2007,Azimut
delivered a Notice of Default to the Company alleging that the Company had not
complied with various provisions of the North Rae and Daniel Lake property
option agreements (collectively, the Agreements). A
description of the Companys obligations regarding its option on the Daniel Lake
option agreement is set forth below.

The Notice of Default detailed
the Companys alleged failure to fulfill certain of its core obligations as
operator, including its failure to allow Azimut timely access to factual
technical data, maps and reports, including a series of databases relating to
exploration programs carried out on the properties, and its failure to deliver
to Azimut ten (10) overdue quarterly reports pertaining to its operations on the
projects. In the Notice of Default, Azimut also expressed serious concerns
regarding specific aspects of the Companys management of the operations and the
alleged persistent failure of the Company to disclose material facts to Azimut
in order to substantiate public releases of technical information.

In accordance with the provisions
of the Agreements, the Company had sixty (60) days from the Notice of Default to
fully remedy its default on each of the Agreements. In the event the default was
not cured, the option agreement would terminate and the Company would forfeit all of its interest in the property, as
well as any funds expended on the property.

46

---

On February 1, 2008, the Company
responded to Azimuts default notice and advised Azimut that all the alleged
defaults were without merit or had been resolved in any event by issuance of the
curative notice, and that the Option Agreements were in good standing.

In a press release on February 12,
2008, Azimut announced that it considered that the Company had cured its default
in respect of the North Rae and Daniel Lake properties after examining the
extensive documentation and data submitted by the Company with its curative
notice, and that the options were in good standing.

Exploration Program to Date

The Company incurred $967,855 in
exploration expenditures on the North Rae Property during 2006, $2,364,812
during 2007 and $232,189 during 2008. Pursuant to the July 5, 2008 Termination
Agreement, exploration expenditures of $1,135,337 were also deemed to be
incurred by the Company for 2008 for the purposes of the earn-in under the terms
of the North Rae option agreement. These exploration expenditures were conducted
and paid for by Azimut.

Exploration Results

As operator of the project, the
Company completed a lake-bottom sediment survey and bedrock rock chip sampling.
The results confirmed the presence of uranium as indicated in the Government of
Quebec previous findings. Also, an airborne survey completed in the fall of 2006
identified numerous anomalies. Crews completed their initial ground evaluation
and ranking of the propertys 14 top-priority anomalies, selecting three large
radioactive targets for trenching. Ongoing work further refined targets for
drilling which commenced in the second half of 2007.

The Company completed eight
diamond drill holes at the North Rae Uranium Project, covering 1,843 feet (562
meters) and tested three targets: Tasialuk, Tasik and Jonas. A total of 446
samples, representing 750.3 feet (228.7 meters) of core, were collected and
submitted for analysis. The mineralization intercepted during drilling is
related to pegmatite dykes.

Reference is made to section
below entitled Combined Ungava Region (Daniel Lake & North Rae) Region
property results for 2008 for further description and exploration results on
the combined properties.

47

---

In 2006, ground investigation
around the lake sediment uranium geochemical anomalies lead to the discovery of
several uranium showings. An airborne geophysical survey was conducted but
results were not available for ground investigation in 2006.

From June to September 2007 the
Company completed a ground exploration program of the radiometric anomalies. The
exploration operation was conducted as a full turn key program by IOS Services
Géoscientifiques, located in Chicoutimi Québec. The final exploration report is
still pending.

To date, a total of nine
mineralized zones have been identified: Tasialuk, Tasik, Torrent, Ilaluga,
Jonas, Amitujaq, Aqpiq, zone 46, and Lac Daniel North. A total of 787 surface
rock sample were collected and assayed during the summer, with 128 samples
collected by the local prospectors and 95 samples coming from the light blasting
program. A total of five ground grids were used to produce radiometric surveys
and geological mapping. The zones covered were Tasialuk, Tasik, Torrent, Jonas
and Aqpiq. The total length of lines is about 60 kilometers. The readings were
made each two meters on lines spaced at 100, 50 and 25 meters.

In addition, three grids
(Tasialuk, Tasik and Torrent ) were geologically mapped in detail. Light
blasting using the boulder buster technique were performed on some of the spots.
A total of about 40 blasts were done, with 97 samples collected with an average
of depth of 0.3 -0.5 meters. Management believes that the radioactive zones
identified by the radiometric ground survey were in some cases due to thorium
content. A handheld spectrometer was used to collect around 150 spectrometric
readings on outcrops.

Uranium mineralization is founded
in metric wide pegmatite dykes, mostly sub parallel to NW-SE local foliation and
associated with local biotite enrichment within these pegmatites. Management
believes these dykes have mining potential when they developed themselves as
swarms of dykes as in Tasialuk and Tasik zones.

The Company completed an
additional airborne geophysics performed covering 170 square kilometers in the
western portion of the property with a magnetometric and radiometric survey.

The Company completed eight
diamond drill holes covering 1,843 feet (562 meters). A total of 446 samples,
representing 750 feet (229 meters) of core, were collected and submitted for
analysis. The mineralization intercepted during drilling is related to pegmatite
dykes.

Seven diamond drill holes (515.5
meters) tested the Tasialuk, and Tasik zones. Drill holes were completed to test
radiometric peaks which in some cases, indicated uranophane mineralization at
surface. The results show that the radioactivity is due to uranium and thorium
mineralization within pegmatite. A diamond drill hole of 44.7 meters tested a mineralized structure on Jonas but failed to
intersect any economic mineralization. Management believes that the results to
date from exploration have been mixed and that a significant amount of work will
be required to evaluate the potential of the property.

48

---

Location and Access

The North Rae Project is located
in the Ungava Bay region of northern Quebec. The North Rae property is located
six to 12 miles from tide-water and approximately 99 miles (160 kilometers) east
of the town of Kuujjuaq. Access to the property is by fixed-wing aircraft or
helicopter from Kuujjuaq, which has daily scheduled air service from Montreal.

Climate

The climate is arctic with an
average annual temperature between 23°F and 18.5°F (-5°C and -7.5°C) . The
Ungava Bay area receives about 15 inches to 19 inches (400 millimeters to 500
millimeters) of precipitation annually, with about 45% of this total falling as
snow. Each year, there are between 20 and 40 frost-free days. Exploration
generally occurs in the summer months.

History of Exploration

The blocks were staked by Azimut
Exploration Inc., the Companys partner on the North Rae property, based on its
review of provincial geochemical lake sediment data released during the 1980s,
and 1990s, and as recently as 2000 when the most relevant data set was made
public by the provincial geological survey. Management of the Company is not
aware of any meaningful exploration that has been conducted on the property.

Geology

The claims are situated in a
structural area, called George River which is delimited on the N-E side by the
Abloviak shear zone and by the Kujjuaq segment on the S-W side. The George River
segment is comprised of two distinct litological domains, which are respectively
constituted by:

- a first assemblage of tonalitic to granitic archean orthogneisses.
- a second assemblage of metasedimentary rocks, constituted by a
  palaeoproterozoic platform sequence, and related to Lake Harbour group..

The Lake Harbour group overlies
the archean to palaeoproterozoic orthogneisses. Lake Harbour is a
metasedimentary cover, and orthogneisses of Baudan and Kanjiqsualujjuaq complex are considered as basement rocks, with
a classical relation basement-sedimentary cover. All these rocks are strained
and metamorphized in the middle to upper amphibolite facies.

49

---

Uranium mineralization is founded
in metric wide pegmatite dykes, mostly sub paralleles to NW-SE local foliation
and associated with biotite enrichment layers within these pegmatites. Most of
the mineralized pegmatite are located in the orthogneiss close to the contact
with the overlying paragneisses.

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

There is no known commercially
mineable mineral deposit on the North Rae Property.

Daniel Lake Uranium Project, Northern Quebec, Canada

Pursuant to an option agreement
dated January 24, 2007 with Azimut Exploration Inc. the Company acquired an
option to obtain up to a 65% interest in a prospective uranium property called
the Daniel Lake Property (Daniel Lake Agreement). The Daniel Lake Property is
contiguous to the North Rae Uranium Project, consisting of 972 claims covering
108,725 acres.

Pursuant to the Termination
Agreement dated July 5, 2008 with Azimut discussed earlier, the Companys
options on the North Rae Uranium Project and the Daniel Lake Property would have
terminated upon Azimut satisfying its obligations to (i) pay the Company$4,000,000 by October 3, 2008 and (ii) issue the Company 1,100,000 of
Azimuts common shares. However, Azimut did not fulfill its obligation under the
July 5, 2008 Termination Agreement. Accordingly, the July 5, 2008 Termination
Agreement terminated, and was no longer in effect and the Companys options on
the North Rae and Daniel Lake properties were in force.

However, as described in the
discussion of the Companys termination of its option on the North Rae property,
on July 8, 2009 the Company entered into another termination agreement with
Azimut pursuant to which the Company agreed to terminate its options on the
North Rae and Daniel Lake properties in exchange for receiving 1,800,000 of
Azimuts shares.

50

---

Companys Obligations Under Daniel Lake Option
Agreement

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

Under the terms of the Daniel
Lake Agreement the Company was required to make the following cash payments,
totaling $230,000, to Azimut:

Cash Payments to Azimut$50,000
    By February 8, 2007 (paid)$30,000
    January 24, 2008 (paid)$40,000
    January 24, 2009 (paid)$50,000
    January 24, 2010$60,000
    January 24, 2011


Upon receipt of confirmation of
acceptance of the filing of the Letter of Intent by the TSX Venture Exchange
(Acceptance Date), the Company was required to issue Azimut 100,000 Shares,
which it did. On the first anniversary of the Acceptance Date, the Company
issued an additional 100,000 Shares to Azimut.

In addition to the cash payments
and shares issuances described above, the Company was required to incur the
following exploration expenditures on the North Daniel Lake Uranium Project,
totaling $2,600,000.

Minimum **and**
      **Cumulative** **Work** Expenditures on
      the **Daniel Lake** **Uranium**
      Project$240,000
    On or before January 24, 2008
      (incurred)$460,000
    On or before January 24, 2009 (incurred)$500,000
    On or before January 24, 2010$600,000
    On or before January 24, 2011$800,000
    On or before January 24, 2012


If the Company had made the cash
payments totalling $230,000, issued Azimut a total of 200,000 Shares, and
incurred the minimum work expenditures totalling $2,600,000, the Company would
have had the right to acquire a 50% undivided interest in the Daniel Lake
Property, and a joint venture between the Company and Azimut would have been
deemed to be have been established. The initial, actual and deemed expenditures of each party to the joint venture would have been
$2,600,000. Upon the Company acquiring a 50% interest in the North Rae Uranium
Project, Azimut was to retain a 2% yellow cake royalty.

51

---

To increase its interest to 65%
the Company would have been be required to (i) issue Azimut an additional
100,000 Shares, (ii) pay Azimut $30,000 per year for five years, (iii) incur
annual minimum exploration expenditures of $200,000, for a five year period
($1,000,000 in total), and (iv) during this five year period provide Azimut with
a Bankable Feasibility Study. If the Company decided not to increase its
interest to 65%, it would have been required to make a $100,000 payment to
Azimut, within two months of its acquiring its 50% interest.

The requirement to provide Azimut
with a Bankable Feasibility Study could have been extended for three subsequent,
annual and consecutive periods of one year each by paying Azimut $100,000 per
year.

The Company had been the operator of
the project.

2007 and 2008 Exploration Programs

As the operator, the Company commenced exploration activities
on Daniel Lake in June 2007 including airborne geophysics and reconnaissance
prospecting. A total of 15 rock grab samples were collected from two main
1,640-foot (500-meter) long anomalous areas that were identified using
preliminary data from a 2007 airborne survey conducted by Geo Data Solutions
Inc. (GDS). Of the 15 samples, five returned values above 0.02% uranium with a
maximum value of 0.65% uranium. The anomalous pegmatite dykes have been followed
over a length of 800 meters. Final results from the GDS airborne survey confirm
that the Daniel Lake Uranium Project has similar geophysical characteristics and
uranium potential as the adjoining North Rae property.

The Company incurred $404,590 in
expenditures during 2007 and $142,296 during 2008. As part of the Termination
Agreement, exploration expenditures of $423,185 were deemed to be incurred by
the Company for 2008 for the purposes of the earn-in under the terms of the
Daniel Lake Option Agreement. These exploration expenditures for 2008 were
conducted and paid for by Azimut.

Combined Ungava Region (Daniel Lake & North Rae) Region
property results for 2008

In 2008, Azimut operated and funded
the exploration program in accordance with the Termination Agreement, with total
expenses of approximately $1,550,000. Summer fieldwork was conducted by IOS
Services Géoscientifiques Inc. of Saguenay, Quebec and results are pending.

52

---

The exploration program consisted
of additional reconnaissance of the 2007 airborne radiometric anomalies. A total
of 1,355 grab samples were collected, mapping of mineralized zones (Jonas,
Aqpiq, Cirrus and Puqila zones), with new airborne survey program on the North
Rae property that almost completed the propertys coverage and shows new
anomalous areas still to be explored. According to Azimut, the drilling program
planned for 2008 (12 holes totalling 320 meters) had to be stopped due to
repeated mechanical breakdowns of the rig.

All rock samples were assayed at
the Saskatchewan Research Council Laboratory in Saskatoon.

Location, Access, Climate, Geology, History of
Exploration

The Daniel Lake Property is
adjacent to the Companys North Rae Property. Management believes that
information about its location and access, climate, history of exploration, and
geology is substantially similar to that of the North Rae Property. Accordingly,
reference is made to the description of the location and access, climate,
history of exploration, and geology of the North Rae Property.

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

There is no known commercially
mineable mineral deposit on the Daniel Lake Property.

Relinquished Option on Waterbury Uranium Project,
Saskatchewan, Canada

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

Cancelled Transaction with Nu-Mex Uranium Corp.

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

53

---

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

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

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

GLOSSARY

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

|Adit           | a horizontal tunnel in an underground mine
      driven from a hillside surface                                                                                 
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                 
|Assay          | a precise and accurate analysis of the metal
      contents in an ore or rock sample                                                                            
|               |                                                                                                                                                                 
|Bornite        | a copper ore; a sulphide of copper and iron.                                                                                                                    
|               |                                                                                                                                                                 
|Breccia        | a fragmented rock, the components of which are
    angular, and not waterworn.                                                                                  
|               |                                                                                                                                                                 
|Caldera        | a large basin-shaped volcanic depression, more
      or less circular in form.                                                                                  
|               |                                                                                                                                                                 
|Chalcopyrite   | a sulphide of copper and iron.                                                                                                                                  
|               |                                                                                                                                                                 
|Concentrate    | a concentrate of minerals produced by crushing,
      grinding and processing methods such as gravity, flotation or leaching.                                   
|               |                                                                                                                                                                 
|Contained gold | total measurable gold in grams or ounces
      estimated to be contained within a mineral deposit; does not imply that
      the deposit is economically viable.

54

---

|Cut-off grade              | deemed grade of mineralization, established by
      reference to economic factors, above which material is considered ore and
      below which is considered waste.                                                                                                                                                                                                                                                                                                                     
|-------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Diamond drill              | a large machine that produces a more or less
      continuous core sample of the rock or material being drilled.                                                                                                                                                                                                                                                                                                                                                                          
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Dilution                   | the contamination of ore with barren wall rock;
      this means that in mining ore, adjacent waste is also extracted (see
      definition of cut-off grade), which mixes with and reduces the grade of
      the ore.                                                                                                                                                                                                                                                                   
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Epithermal                 | applied to hydrothermal deposits formed at low
      temperature and pressure.                                                                                                                                                                                                                                                                                                                                                                                                            
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Feasibility study          | a detailed report assessing the feasibility,
      economics and engineering of placing a mineral deposit into commercial
      production.                                                                                                                                                                                                                                                                                                                                               
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|g/mt or gpt                | grams per tonne.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Gold deposit               | means a mineral deposit mineralized with gold.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Gold equivalent            | a method of presenting combined gold and silver
      concentrations or weights for comparison purposes. Commonly involves
      expressing silver as its proportionate value in gold based on the relative
      values of the two metals. When gold equivalent is used to express metal
      sold, the calculation is based on actual prices received. When grades are
      expressed in gold equivalent, the relative recoveries of the two metals
      are also taken into account.
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Grams per cubic meter      | alluvial mineralization measured by grams of
      gold contained per cubic meter of material, a measure of gold content by
      volume not by weight.                                                                                                                                                                                                                                                                                                                                   
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Lode mining                | mining of gold bearing rocks, typically in the
      form of veins or stockworks                                                                                                                                                                                                                                                                                                                                                                                                          
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Net profit interest or NPI | a royalty based on the net profits generated
      after recovery of all costs                                                                                                                                                                                                                                                                                                                                                                                                            
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Net smelter royalty or NSR | a royalty based on the gross proceeds received
      from the sale of minerals less the cost of smelting, refining,
      freight and other related costs.                                                                                                                                                                                                                                                                                                                                
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Nugget effect              | an effect of high variability of gold assays,
      due to the gold occurring in discreet coarse grains such that their
      content in any given sample is highly variable.                                                                                                                                                                                                                                                                                                             
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Ore                        | a naturally occurring rock or material from
      which minerals, such as gold, can be extracted at a profit; a
      determination of whether a mineral deposit contains ore is often made by a
      feasibility study.                                                                                                                                                                                                                                                                 

55

---

|Ounce or oz.              | a troy ounce or 20 pennyweights or 480 grains
      or 31.103 grams.                                                                                                                                                                                                                                                                                                       
|------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Opt                       | troy ounces per ton                                                                                                                                                                                                                                                                                                                                                        
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Patented mining claim     | a claim to which a patent has been obtained
      from the government by compliance with laws relating to such claims.                                                                                                                                                                                                                                                     
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Pegmatite                 | igneous rocks of coarse grain usually found as
      dykes associated with a large mass of plutonic rock of finer grain size.                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Prospect                  | an area prospective for economic minerals based
      on geological, geophysical, geochemical and other criteria                                                                                                                                                                                                                                                           
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Pyrite                    | A mineral  a common sulphide of iron.                                                                                                                                                                                                                                                                                                                                     
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Quartz                    | a rock-forming mineral of silicon and oxygen,
      often found in veins.                                                                                                                                                                                                                                                                                                  
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Raise                     | a vertical or inclined tunnel in an underground
      mine driven upwards from below.                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Ramp                      | an inclined tunnel in an underground mine
      driven downwards from surface                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Reserve                   | ore - the economically mineable part of a
      measured or indicated resource demonstrated by at least a preliminary
      feasibility study. This study must include adequate information on mining,
      processing, metallurgical, economic, and other relevant factors that
      demonstrate, at the time of reporting, that economic extraction is
      justified.
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Reverse circulation drill | a large machine that produces a continuous chip
      sample of the rock or material being drilled                                                                                                                                                                                                                                                                         
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Shaft                     | a vertical or inclined tunnel in an underground
      mine driven downward from surface                                                                                                                                                                                                                                                                                    
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Shear                     | a tabular zone of faulting within which the
      rocks are crushed and flattened                                                                                                                                                                                                                                                                                          
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Silicified                | made into silica.                                                                                                                                                                                                                                                                                                                                                          
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Stock or pluton           | a body of intrusive rock that covers less than
      40 square miles, has steep dips and is discordant with surrounding rock.                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                            
|Stockwork                 | multiple small veins of mineralization that
      have so penetrated a rock mass that the whole rock mass can be considered
      mineralized.                                                                                                                                                                                                                             

56

---

|Stopes                  | an excavation from which ore has been excavated
      in a series of steps.                                                                                                       
|----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        |                                                                                                                                                                                   
|Stratigraphy            | branch of geology which treats the formation,
      composition, sequence, and correlation of the stratified rocks as part of
      the Earths crust.                            
|                        |                                                                                                                                                                                   
|Strike length           | the longest horizontal dimensions of a body or
      zone of mineralization.                                                                                                      
|                        |                                                                                                                                                                                   
|Stripping ratio         | the ratio of waste material to ore that is
      estimated for or experienced in mining an ore body.                                                                              
|                        |                                                                                                                                                                                   
|Sulfide                 | a mineral compound of sulphur and another
      metallic element such as iron, copper, lead, zinc, and nickel, commonly
      forming minerals of great economic importance.      
|                        |                                                                                                                                                                                   
|Thorium                 | a radioactive, silvery-white, metallic element
      in the group III of the periodic system.                                                                                     
|                        |                                                                                                                                                                                   
|Ton                     | short ton (2,000 pounds).                                                                                                                                                         
|                        |                                                                                                                                                                                   
|Tonne                   | metric tonne (2,204.6 pounds).                                                                                                                                                    
|                        |                                                                                                                                                                                   
|Trenching               | the surface excavation of a linear trench to
      expose mineralization for sampling.                                                                                            
|                        |                                                                                                                                                                                   
|Unpatented mining claim | mining claims to which a deed from the United
      States government has not been received, and which are subject to annual
      assessment work in order to maintain ownership.
|                        |                                                                                                                                                                                   
|Uranium                 | a radioactive, silvery-white, metallic element.                                                                                                                                   
|                        |                                                                                                                                                                                   
|Uranophane              | a strongly radioactive, orthorhombic mineral.                                                                                                                                     
|                        |                                                                                                                                                                                   
|Vanadium                | a gray or white, malleable, ductile, polyvant
      metallic element.                                                                                                             
|                        |                                                                                                                                                                                   
|Vein                    | a tabular body of rock typically of narrow
      thickness and often mineralized occupying a fault, shear, fissure or
      fracture crosscutting another pre-existing rock       

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

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


Item 5. Operating and Financial Review and Prospects.

57

---

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

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

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

Overview

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

|Project | Type | Location | Status
|------- | ---- | -------- | ------

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

58

---

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

A.Operating Results

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

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

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

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

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

59

---



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

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

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

For the year ended December 31,
2004, the Company raised total gross proceeds of approximately $2.6 million
through various equity financings. On February 26, 2004, the Company raised
financing from an initial public offering of $1,500,000 through the issuance of
15 million common shares (30 million shares post 2 for 1 stock split).

On July 23, 2004 the Company
completed a stock split whereby each Share of the Company was subdivided into
two Shares of the Company.

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

On October 15, 2004, the Company
completed a private placement financing of 450,000 units at a price of $0.70 per
unit for gross proceeds of $315,000 (net proceeds of $292,950). Each unit
consisted of one Share and one share purchase warrant exercisable at a price of
$0.95 until April 15, 2006.

On December 3, 2004, the Company
completed a private placement financing of 1,004,500 units at a price of $0.65
per unit for gross proceeds of $652,925 (net proceeds of $587,633). Each unit
consisted of one Share and one-half of one share purchase warrant. Each whole
warrant was exercisable at a price of $0.95 until June 4, 2006.

60

---

On January 27, 2005, the Company
completed a non-brokered private placement of 666,667 units at a price of $0.75
per unit for gross proceeds of $500,000. Each unit consisted of one share and
one share purchase warrant exercisable at a price of $0.93 until July 27, 2006.
In September 2005 the Company had a two-for-one stock split.

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

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

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

B. Liquidity and Capital
Resources

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

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

61

---

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

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

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

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

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

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

D.Trend
Information.

Not Applicable.

62

---

E.Off-Balance Sheet Arrangements.

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

F.Tabular
Disclosure of Contractual Obligations.

Assuming the Companys options on
the North Rae and Daniel Lake properties are terminated, the Companys only
remaining contractual obligations is in connection with its option to acquire a
70% interest in properties in Mexico's Durango provinces (the Picachos
Project).

The payments and required
exploration expenditures described in the following table are optional by the
Company. If the Company does not make any payment, or incur the required
exploration expenditures, the Company will only lose its interest in that
particular property. Reference is made to Item 4. Information on the
Company. D. Property, Plants and Equipmentfor a description of the
Companys obligations regarding its various property interests.

Payments due by
      PeriodTOTAL
    LESS THAN
    1-3 YEARS
    3-5 YEARS
    MORE THANONE YEAR
    
    
    FIVE YEARSOption Payments
      or Exploration Expenditures Necessary to
      Retain Property Interests at July 15, 2009***Payments relating to Picachos Project
    US$2,500,000* US$200,000**
    US$2,500,000* US$200,000**
    0
    0
    0TOTAL
    US$2,500,000 *
      US$200,000**
    US$2,500,000* US$200,000
      **
    0
    0
    0


* Required exploration expenditures.
     ** Required option payments.
     *** Assumes Companys options on North Rae and
Daniel Lake properties are terminated.

Item 6. Directors, Senior Management and Employees.

A.Directors and Senior Management.

Directors and Officers.

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

63

---

|NAME & MUNICIPALITY | POSITION WITH            | PRINCIPAL OCCUPATION                | AGE
|------------------- | ------------------------ | ----------------------------------- | ---
|OF RESIDENCE        | COMPANY                  |                                     |    
|John P. Lynch       | Chief Executive Officer, | Businessman; President, Universal   | 48 
|Toronto, Ontario    | President, Director      | Packaging Systems Inc. since 2003   |    
|Canada              |                          |                                     |    
|                    |                          |                                     |    
|Raphael Danon,      | Chief Financial Officer  | Chartered Accountant                | 33 
|Toronto, Ontario    |                          |                                     |    
|Canada              |                          |                                     |    
|                    |                          |                                     |    
|Anton Esterhuizen   | Director                 | Geologist, Managing Director       | 57 
|South Africa        |                          | Pangea Exploration (Pty)            |    
|                    |                          |                                     |    
|David Subotic       | Director                 | Chief Executive Officer-Asian Coast | 34 
|Toronto, Ontario    |                          | Development Ltd                     |    
|                    |                          |                                     |    
|Alex Dementev       | Chief Geologist          | Chief Geologist  NWT Uranium       | 49 
|                    |                          | Corp.                               |    
|                    |                          |                                     |    
|John Zorbas         | Managing Director        | Relations Manager                   | 39 

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

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

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

64

---

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

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

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

***

Mr. David Weill and Mr. Marek
Kreczmer are the sole members of the Companys Advisory Board. Messrs. Weill and
Kreczmer are periodically consulted by the Company on various matters.

B.Compensation.

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

65

---

Summary Compensation Table

All OtherAnnual Compensation
    Long Term Compensation
    Compensation($)Shares orUnitsSecurities
    Subject toOther Annual
    Under
    Resale
    
    All OtherName and Principal
    
    Salary
    Bonus
    Compensation
    Option/SARs
    Restriction
    LTIP
    CompensationPosition
    Year Ended
    ($)
    ($)
    ($)
    Granted (#)
    s ($)
    Payouts ($)
    ($)John P. Lynch,
    Dec. 31/08
    Nil
    $40,000
    $109,664(2)
    2,200,000(3)
    Nil
    Nil
    $58,731President and Chief
    Dec. 31/07
    Nil
    Nil
    Nil
    200,000(4)
    Nil
    Nil
    NilExecutive Officer(1)
    Dec. 31/06
    N/A
    N/A
    N/A
    N/A
    N/A
    N/A
    N/AMarek J.
    Dec. 31/08
    Nil
    Nil
    $110,000(2)
    200,000(6)
    Nil
    Nil
    NilKreczmer, former
    Dec. 31/07
    Nil
    Nil
    $202,719(2)
    Nil
    Nil
    Nil
    NilPresident and Chief
    Dec. 31/06
    Nil
    $12,500
    $120,833(2)
    250,000
    Nil
    Nil
    $12,750Executive Officer(5)Raphael Y.
    Dec. 31/08
    $32,971
    $5,000
    Nil
    500,000
    Nil
    Nil
    NilDanon, Chief
    Dec. 31/07
    N/A
    N/A
    N/A
    N/A
    N/A
    N/A
    N/AFinancial Officer(7)
    Dec. 31/06
    N/A
    N/A
    N/A
    N/A
    N/A
    N/A
    N/AWilliam D.
    Dec 31/08
    Nil
    Nil
    $61,495(2)
    Nil
    Nil
    Nil
    NilThomas, former
    Dec. 31/07
    Nil
    Nil
    $49,675(2)
    250,000
    Nil
    Nil
    NilChief Financial
    Dec. 31/06
    N/A
    N/A
    N/A
    N/A
    N/A
    N/A
    N/AOfficer(8)


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

Option Grants

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

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


*Notes:*

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

(2) An aggregate of 4,350,000 options were granted by the
Corporation to employees, directors, and officers and other service providers
during fiscal 2008.

66

---

Aggregated Option Exercises and Financial Year End
Values

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

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


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

Compensation of Directors

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

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

67

---

Directors are also eligible to
participate in the Option Plan on an on-going basis. As of July 15, 2009, an
aggregate of 12,000,000 stock options had been granted under the Option Plan, of
which an aggregate of 6,870,000 stock options had been granted to directors or
former directors.

Employment Contracts

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

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

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

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

Termination Agreements for Executive Officers and
Directors

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

68

---

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

Stock Option Plan

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

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

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

69

---

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

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

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


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

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

70

---

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


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

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

Name
    Securities Under
      Options Granted (#)
    % of Total Options granted
      in the Period January 1, 2009 through July
      15, 2009
    Exercise or Base
      Price ($/Security)
    Market Value of
      Securities Underlying Options on the Date of
      Grant ($/Security)
    Expiration DateJohn Lynch
    1,370,000
    19.30%
    $0.10
    $0.07
    February 13, 2014700,000
    9.86%
    $0.115
    $0.115
    July 9, 2014Anton J. Esterhuizen
    700,000
    9.86%
    $0.10
    $0.07
    February 13, 2014David Subotic
    700,000
    9.86%
    $0.10
    $0.07
    February 13, 2014Raphael Danon
    660,000
    9.30%
    $0.10
    $0.07
    February 13, 2014John Zorbas
    1,370,000
    19.30%
    $0.10
    $0.07
    February 13, 20141,000,000
    14.08%
    $0.115
    $0.115
    July 9, 2014Marek Kreczner*
    200,000
    2.82%
    $0.10
    $0.07
    February 13, 2014Alex Dementev
    75,000
    1.06%
    $0.10
    $0.07
    February 13, 2014Nadir Mirza
    75,000
    1.06%
    $0.10
    $0.07
    February 13, 2014Miriam Martin
    50,000
    .70%
    $0.10
    $0.07
    February 13, 2014


71

---

|Name        | Securities Under
      Options Granted (#) | % of Total Options granted
      in the Period January 1, 2009 through July
      15, 2009 | Exercise or Base
      Price ($/Security) | Market Value of
      Securities Underlying Options on the Date of
      Grant ($/Security) | Expiration Date
|----------- | ------------------------------------------ | ------------------------------------------------------------------------------------------ | ----------------------------------------- | ------------------------------------------------------------------------------------------- | ---------------
|            |                                            |                                                                                            |                                           |                                                                                             |                
|David Weill | 200,000                                    | 2.82%                                                                                      | $0.12                                     | $0.12                                                                                       | May 21, 2013   

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

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

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

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

C. Board
Practices.

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

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


Composition of the Audit Committee

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

Pre-Approval Policies and Procedures

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

72

---

Compensation Committee

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

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

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

Other Board Committees

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

D. Employees

The Company has a total of three
employees, two of which act in a management capacity: John Lynch, its Chief
Executive Officer and President, and Raphael Danon, its Chief Financial Officer.
In addition, Alex Dementev serves as the Companys Chief Geologist.

E.Share
Ownership.

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

73

---

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

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

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

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

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

Name
    Number of Shares
    Exercise Price $
    Grant Date
    Expiration DateJohn B. Lynch
    100,000
    0.72
    June 4, 2007
    June 4, 2012100,000
    0.71
    August 28, 2007
    August 28, 20122,200,000
    0.15
    August 15, 2008
    August 15, 20131,370,000
    0.10
    February 13, 2009
    February 13, 2014700,000
    0.115
    July 9, 2009
    July 9, 2014Total
    4,470,000Anton Esterhuizen
    200,000
    0.68
    May 25, 2006
    May 25, 2011200,000
    0.15
    August 15, 2008
    August 15, 2013700,000
    0.10
    February 13, 2009
    February 13, 2014Total
    1,100,000David Subotic
    200,000
    1.03
    July 4, 2007
    July 4, 2012200,000
    0.15
    August 15, 2008
    August 15, 2013700,000
    0.10
    February 13, 2009
    February 13, 2014Total
    1,100,000


74

---

Raphael Danon
    500,000
    0.15
    August 15, 2008
    August 15, 2013660,000
    0.10
    February 13, 2009
    February 13, 2014Total
    1,160,000John Zorbas
    1,000,000
    0.15
    August 15, 2008
    August 15, 20131,370,000
    0.10
    February 13, 2009
    February 13, 20141,000,000
    0.115
    July 9, 20019
    July 9, 2014Total
    3,370,000Marek Kreczmer*
    200,000
    0.15
    August 15, 2008
    August 15, 2013200,000
    0.10
    February 13, 2009
    February 13, 2014Total
    400,000Alex Dementev
    75,000
    0.10
    February 13, 2009
    February 13, 2014David Weill
    200,000
    0.12
    May 21, 2009
    May 21, 2013


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

Item 7. Major Shareholders and Related Party Transactions.

A.Major
Shareholders.

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

B.Related Party Transactions.

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

75

---

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

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

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

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

Item 8. Financial Information.

A.Consolidated Statements and Other Financial
Information.

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

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

76

---

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

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

B. Significant
Changes.

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

Item 9. The Offer and Listing.

A.Offer and Listing Details.

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

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

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

TSX Venture ExchangeMONTH ANDYEAR
    LOW
    HIGHJanuary  March 2007
    0.56
    0.89


April  June 2007
    0.67
    1.33July  September 2007
    0.51
    1.15October 2007- December 2007
    0.44
    0.75January  March 2008
    0.28
    0.61April 2008- June 2008
    0.19
    0.32July 2008  September 2008
    0.07
    0.22October 2008December 2008
    0.02
    0.08


77

---

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

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


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

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

BERLIN STOCK EXCHANGE
      (EUROS)MONTH ANDYEAR
    LOW
    HIGHJanuary  March 2007
    0.37
    0.52April  June 2007
    0.43
    0.90


78

---

BERLIN STOCK EXCHANGE
      (EUROS)MONTH ANDYEAR
    LOW
    HIGHJuly  September 2007
    0.40
    0.75October  December 2007
    0.30
    0.47January  March 2008
    0.17
    0.41April  June 2008
    0.10
    0.19July  September 2008
    0.04
    0.11October  December 2008
    0.01
    0.07


BERLINSTOCKEXCHANGE(EUROS)MONTH ANDYEAR
    LOW
    HIGHJanuary 2009
    0.02
    0.05February 2009
    0.02
    0.05March 20098
    0.02
    0.05April 2009
    0.05
    0.10May 2009
    0.07
    0.09June 2009
    0.08
    0.12


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


79

---

FRANKFURT STOCK EXCHANGE (Euros)MONTH ANDYEAR
    LOW
    HIGHJanuary 2009
    0.03
    0.07February 2009
    0.03
    0.06March 2009
    0.03
    0.06April 2009
    0.06
    0.11May 2009
    0.08
    0.10June 2009
    0.08
    0.12


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

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

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


OTC BULLETIN BOARD (US
      $)MONTH AND YEAR
    LOW
    HIGHJanuary 2009
    0.04
    0.09February 2009
    0.03
    0.08March 2009
    0.02
    0.08April 2009
    0.07
    0.14May 2009
    0.07
    0.15June 2009
    0.11
    0.15


80

---

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

B.Plan of Distribution.

Not
applicable.

C.Markets

(see A.
above)

D. Selling
Shareholders.

Not
applicable.

E. Dilution

Not
applicable.

F. Expenses of the
Issue.

Not
applicable.

Item 10. Additional Information.

A. Share Capital.

Not
Applicable.

81

---

B. Certificate and Articles of
Incorporation

Common Shares

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

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

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

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

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

82

---

ARTICLES AND BY-LAWS

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

A. General

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

The Companys corporate objectives and
purpose are unrestricted.

B. Directors

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

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

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

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

- borrow money upon Company credit;
- issue, reissue, sell or pledge debt obligations of the Company;
- guarantee on our behalf to secure performance of any
obligation of any person; and
- mortgage, hypothecate, pledge or otherwise create a security
interest in all or any of our currently owned or subsequently acquired property
of the Company, to secure any obligations of the Company.

83

---

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

C. Annual and special meetings

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

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

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

D. Material
Contracts

| | 1. | Consulting Agreement with Primoris Group Inc. (Primoris
      Group), dated March 29, 2007. Under the terms of this agreement, Primoris
      Group was to provide investor relations services to the Company for one
      year. Primoris Group received $8,500 per month and was been granted
      stock options to acquire 200,000 Shares at an exercise price of $0.81 per
      Share, with an expiration date of April 17, 2012. This agreement was
      terminated in November 2008, and the options terminated.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

84

---

| | 2. | Option Agreement dated December 22, 2006 with Yamana Gold
      Inc.with Yamana, concerning the Picachos Project. Reference is made to
      Item 4. Information on the Company. D. Property, Plants and
      Equipment. for a description of the agreement.                                                                                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 3. | Option Agreement dated January 24, 2007 with Azimut
      Exploration Inc. regarding the Daniel Lake Property, Quebec, Canada.
      Reference is made to Item 4. Information on the Company. D. Property,
      Plants and Equipment. for a description of the agreement.                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 4. | Option Agreement dated January 29, 2007 with Azimut
      Exploration Inc. regarding the North Rae Property, Quebec, Canada.
      Reference is made to Item 4. Information on the Company. D. Property,
      Plants and Equipment. for a description of the agreement.                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 5. | Agreement between Northwestern Mineral Ventures Inc. and
      UraMin Inc., dated as of June 1, 2007, relating to the Company mining
      interests in the Republic of Niger. Reference is made to Item 4.
      Information on the Company. D. Property, Plants and Equipment. for
      a description of the agreement.                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6. | Letter of Intent dated March 2, 2006 between Northwestern
      Mineral Ventures Inc. and Azimut Exploration Inc. Reference is made to
      Item 4. Information on the Company. D. Property, Plants and
      Equipment. for a description of the Letter of Intent.                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 7. | Executive Employment Agreement dated July 29, 2008
      between NWT Uranium Corp. and Raphael Danon. Reference is made to Item 6.
      Directors, Senior Management and Employees. for a description of
      the material terms of this agreement.                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8. | Management Services Agreement dated August 15, 2008
      between NWT Uranium Corp., Reananaree Consulting Services, and John P.
      Lynch, whereby the services of Mr. Lynch, the President and Chief
      Executive Officer of the Company, are made available to the Company.
      Reference is made to Item 6. Directors, Senior Management and
      Employees. for a description of the material terms of this
      agreement.

85

---

| | 10. | Termination Agreement dated July 5, 2008 between NWT
      Uranium Corp. and Azimut Exploration Inc. Reference is made to Item 4.
      Information on the Company. D. Property, Plants and Equipment. for
      a description of this agreement.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                    
| | 11. | Consulting Agreement dated December 10, 2008 with Chroma
      International. Reference is made to Item 4. Information on the
      Company. B. Business Overview. for a description of this
      agreement.                                    
| |     |                                                                                                                                                                                                                                                    
| | 12. | Termination Agreement dated July 8, 2009 between NWT
      Uranium Corp. and Azimut Exploration Inc. Reference is made to Item 4.
      Information on the Company. D. Property, Plants and Equipment. for
      a description of this agreement.

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

E. Exchange Controls.

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

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

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

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

86

---

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

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

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

87

---

F. Taxation

Certain Canadian Federal Income Tax Consequences  General

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

- is or is deemed to be a resident solely of the United
States,
- holds the common shares as capital property and as beneficial
owner,
- does not and is not deemed to use or hold the common shares
in or in the course of a business carried on in Canada, and
- does not carry on an insurance business in Canada and
elsewhere,

(a "US Holder")

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

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

88

---

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

Dividends

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

Disposition of Common Shares

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

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

- the common shares of the Company are listed on the TSX,
- neither the US Holder nor persons with whom the US Holder
does not deal at arm's length alone or in any combination has owned 25% or more
of the shares of any class or series of shares in the capital of the Company at
any time in the previous five years, and
- the common share was not acquired in a transaction, a result
of which it was deemed to be taxable Canadian property of the US Holder.

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

89

---

- more than 50% of the value of the common shares is derived
from real property (within the meaning of the US Treaty) that is located in
Canada,
- the US Holder (i) was a resident of Canada at any time during
the 10 years immediately preceding the disposition and for a total of 20 months
during any period of 20 consecutive years preceding the disposition, and (ii)
owned the common share when the US Holder ceased to be a resident of Canada.

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

United States Taxation

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

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

90

---

US Holders

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

Distributions on our Shares

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

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

91

---

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

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

Foreign Tax Credit

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

92

---

Disposition of our Shares

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

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

Other Considerations

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

Foreign Personal Holding Company

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

93

---

Foreign Investment Company

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

Passive Foreign Investment Company

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

94

---

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

Shareholder Election

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

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

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

Mark to Market Election

95

---

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

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

Controlled Foreign Corporation

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

96

---

G. Statements by
Experts.

Not applicable.

H. Documents on
Display.

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

I. Subsidiary
Information.

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About
Market Risk.

Not applicable.

Item 12. Description of Securities Other than Equity
Securities.

Not applicable.

Item 13. Defaults, Dividend Arrearages, and
Delinquencies.

None.

97

---

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

None.

Item. 15. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Pursuant to the requirements of
Canada Multilateral Instrument 52-109, an evaluation of the effectiveness of the
design and operation of the Companys disclosure controls and procedures and
internal control over financial reporting was conducted as of December 31, 2008
under the supervision of management, including the Chief Executive Officer and
the Chief Financial Officer. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that the Companys disclosure
controls and procedures were operating effectively under Canadian standards.
However, the Company cannot state that its disclosure controls and procedures
were operating effectively under United States standards.

Changes in Internal Controls over Financial Reporting

The Company is unaware of any
changes in our internal controls over financial reporting during our fiscal year
ended December 31, 2008 that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.

The Company has evaluated, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, the effectiveness of the
design and operation of the Companys financial controls and procedures as of December 31, 2008. Based upon the evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
financial controls and procedures were effective at the reasonable assurance
level.

98

---

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

Item 16A. Audit Committee Financial Expert

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

Item 16B. Code of Ethics.

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

Item 16C. Principal Accountant Fees and Services

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

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


99

---

Type of Work
    Year Ended Dec. 31, 2008
    Year Ended Dec. 31, 2007Total
    $59,650
    $54,500


Notes

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

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

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

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

Not Applicable.

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

Not Applicable.

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

Not Applicable.

Item 17. Financial Statements.

See "Item 18. Financial
Statements."

Item 18. Financial Statements.

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

100

---

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

(2) Consolidated Balance Sheets
of the Company as at December 31, 2007 and 2006, and Consolidated Statements of
Operations, Shareholders Equity, Cash Flows and Interest in Exploration
Properties, for each of the years in the three-year period ended December 31,
2007, and the cumulative period from inception to December 31, 2007. These
statements were prepared in accordance with Canadian generally accepted
accounting principles, which differ in certain respects from United States
generally accepted accounting principles. See Note 13 to the consolidated
financial statements for a description of the differences between Canadian
Generally Accepted Accounting Principles and United States Generally Accepted
Accounting Principles.

(3) Unaudited Consolidated
Balance Sheet of the Company as at March 31, 2009, Unaudited Consolidated
Statement of Operations for the three months ended March 31, 2009, Unaudited
Consolidated Statement of Cash Flows for the three months ended March 31, 2009,
Unaudited Consolidated Statement of Shareholders Equity from Commencement of
Operations, September 26, 2003 to March 31, 2009, and Unaudited Consolidated
Statement of Interest in Exploration Properties and Deferred Exploration
Expenditures for the three months ended March 31, 2009.

101

---

Item 19. Exhibits.

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

| | 1. | Certificate and Articles of Incorporation.
| | -- | ------------------------------------------
| |    |                                           
| | 2. | By-Laws.                                  
| |    |                                           
| | 3. | List of Agreements.                       

| |    |                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A. | Option Agreement dated July 14, 2004 between RNC Gold
      Inc. and Northwestern Mineral Ventures Inc. concerning the Picachos
      Project.                
| |    |                                                                                                                                                               
| | B. | Letter of Intent dated May 19, 2005 between Northwestern
      Mineral Ventures Inc. and RNC Gold Inc. regarding Picachos
  Project.                          
| |    |                                                                                                                                                               
| | C. | Amending Agreement dated October 14, 2005 between
      Northwestern Mineral Ventures Inc. and RNC Gold Inc.                                                  
| |    |                                                                                                                                                               
| | D. | Letter of Intent dated March 2, 2006 between Northwestern
      Mineral Ventures inc. and Azimut Exploration Inc.                                             
| |    |                                                                                                                                                               
| | E. | Consulting Agreement dated October 14, 2006 between
      Northwestern Mineral Ventures Inc. and Marek Kreczmer.                                              
| |    |                                                                                                                                                               
| | F. | Option Agreement dated January 24, 2007 between
      Northwestern Mineral Ventures Inc. and Azimut Exploration Inc. Regarding
      the Daniel Lake Property.
| |    |                                                                                                                                                               
| | G. | Option Agreement dated December 22, 2006 among Minera
      Tango, S.A. de C.V., Northwestern Mineral Ventures Inc., and Yamana Gold
      Inc.               

102

---

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

| |    |               
| | -- | --------------
| | 4. | Certifications
| |    |               
| |    | 12.1          
| |    |               
| |    | 12.2          
| |    |               

| | 5. | Certifications
| | -- | --------------
| |    |               
| |    | 13.1          
| |    |               
| |    | 13.2          

103

---

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

NWT URANIUM CORPORATION

By: /s/ John Lynch By: John
Lynch Title: President and Chief Executive Officer

Date: July 16, 2009

104

---



NWT URANIUM CORP.

(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

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

---

Management's Responsibility for Financial Reporting

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

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

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

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

---





Auditors' Report

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

We have audited the consolidated balance sheet of NWT Uranium
Corp. (formerly Northwestern Mineral Ventures Inc.) as at December 31, 2008 and
the consolidated statements of operations, comprehensive (loss) income, changes
in shareholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of the Company as at
December 31, 2008 and the results of its operations and its cash flows for the
year then ended in accordance with Canadian generally accepted accounting
principles.

The consolidated financial statements as at December 31, 2007
and 2006 and for the years then ended were audited by other auditors who
expressed an unqualified opinion on those consolidated financial statements in
their report dated April 2, 2008.

Signed: MSCM LLP

Chartered Accountants
Licensed Public Accountants

Toronto, Ontario April 22, 2009

Comments by Auditors for U.S. Readers on Canada-U.S.
Reporting Difference

In the United States, reporting standards for auditors require
the addition of an explanatory paragraph (following the opinion paragraph) where
there are events that cast substantial doubt on the Company's ability to
continue as a going concern, such as those described in Note 1 to the
consolidated financial statements. Our report to the shareholders dated April
22, 2009 is expressed in accordance with Canadian reporting standards which do
not permit a reference to such events and conditions in the auditors' report
when they are properly accounted for and adequately disclosed in the
consolidated financial statements.

Signed: MSCM LLP

Chartered Accountants Licensed
Public Accountants

Toronto, Ontario April 22, 2009

---

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

|                                                               |   | December 31, |  |   | December 31, | 
|-------------------------------------------------------------- | - | ------------ |  | - | ------------ | 
|                                                               |   | 2008         |  |   | 2007         | 
|                                                               |   |              |  |   | (Note 17)    | 
|                                                               |   |              |  |   |              | 
|Assets                                                         |   |              |  |   |              | 
|                                                               |   |              |  |   |              | 
|Current                                                        |   |              |  |   |              | 
|Cash                                                           | $ | 7,434,502    |  | $ | 905,473      | 
|Short
      term investments (Note 2)                          |   | 52,724       |  |   | 12,318,540   | 
|Due from Niger Uranium
      Limited (Notes 10 and 11)         |   | -            |  |   | 576,133      | 
|Amounts
      receivable and prepaid expenses                  |   | 2,105,105    |  |   | 481,520      | 
|Income taxes recoverable                                       |   | 910,965      |  |   | -            | 
|                                                               |   |              |  |   |              | 
|                                                               |   | 10,503,296   |  |   | 14,281,666   | 
|Property expenditure advances                                  |   | 34,154       |  |   | 61,119       | 
|Fixed assets (Note 5)                                          |   | 482,811      |  |   | 676,627      | 
|Investment in Niger Uranium Limited (Note
      11)            |   | 3,107,920    |  |   | 17,067,165   | 
|Interest in exploration properties and                         |   |              |  |   |              | 
|deferred exploration expenditures
      (Note 6 and statement) |   | 3,992,067    |  |   | 5,339,961    | 
|                                                               |   |              |  |   |              | 
|                                                               | $ | 18,120,248   |  | $ | 37,426,538   | 
|                                                               |   |              |  |   |              | 
|Liabilities and Shareholders' Equity                           |   |              |  |   |              | 
|                                                               |   |              |  |   |              | 
|Current                                                        |   |              |  |   |              | 
|Accounts payable and
      accrued liabilities (Note 10)       | $ | 413,722      |  | $ | 628,670      | 
|Income taxes payable                                           |   | -            |  |   | 3,312,134    | 
|                                                               |   |              |  |   |              | 
|                                                               |   | 413,722      |  |   | 3,940,804    | 
|Future income
      tax liability(Note 12)                     |   | 422,419      |  |   | 667,953      | 
|                                                               |   |              |  |   |              | 
|                                                               |   | 836,141      |  |   | 4,608,757    | 
|                                                               |   |              |  |   |              | 
|                                                               |   |              |  |   |              | 
|Shareholders' equity(statement)                                |   | 17,284,107   |  |   | 32,817,781   | 
|                                                               |   |              |  |   |              | 
|                                                               | $ | 18,120,248   |  | $ | 37,426,538   | 
|                                                               |   |              |  |   |              | 
|NATURE OF OPERATIONS(Note 1)                                   |   |              |  |   |              | 
|COMMITMENTS AND CONTINGENCIES(Note 16)                         |   |              |  |   |              | 

APPROVED ON BEHALF OF THE BOARD:

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

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

---

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

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

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

---

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

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

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

---

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

|                                                            |   |            |   |   |             |   |   |             |   |   | Cumulative  |  
|----------------------------------------------------------- | - | ---------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                            |   |            |   |   |             |   |   |             |   |   | from        |  
|For the years ended December 31,                            |   | 2008       |   |   | 2007        |   |   | 2006        |   |   | inception   |  
|                                                            |   |            |   |   | (Note 17)   |   |   |             |   |   |             |  
|                                                            |   |            |   |   |             |   |   |             |   |   |             |  
|Cash provided by (used in)                                  |   |            |   |   |             |   |   |             |   |   |             |  
|OPERATING ACTIVITIES                                        |   |            |   |   |             |   |   |             |   |   |             |  
|Net (loss) income for
      the period                      | $ | (2,790,811 | ) | $ | 11,745,384  |   | $ | (2,421,484  | ) | $ | 3,598,458   |  
|Stock based compensation expense                            |   | 448,978    |   |   | 359,082     |   |   | 1,146,144   |   |   | 2,871,855   |  
|Future income taxes                                         |   | 69,019     |   |   | 353,400     |   |   | (368,856    | ) |   | 8,363       |  
|Interest income received and
      capitalized              |   | 360,077    |   |   | 690,155     |   |   | 391,338     |   |   | 1,441,570   |  
|Gain on disposition of
      Irhazer and In                 |   |            |   |   |             |   |   |             |   |   |             |  
|Gall
      Projects, Niger                                  |   | -          |   |   | (19,260,008 | ) |   | -           |   |   | (19,260,008 | )
|Loss on
      disposition of fixed assets                   |   | 3,856      |   |   | -           |   |   | -           |   |   | 3,856       |  
|Amortization                                                |   | 203,384    |   |   | 120,885     |   |   | 3,826       |   |   | 330,541     |  
|Exploration properties
      and deferred exploration       |   |            |   |   |             |   |   |             |   |   |             |  
|expenditures written-off                                    |   | -          |   |   | 1,639,305   |   |   | 208,748     |   |   | 2,450,246   |  
|Changes in non-cash
      working                           |   |            |   |   |             |   |   |             |   |   |             |  
|capital
      items                                         |   |            |   |   |             |   |   |             |   |   |             |  
|Amounts receivable and prepaid expenses                     |   | 75,477     |   |   | (363,346    | ) |   | (25,405     | ) |   | (406,043    | )
|Accounts payable and accrued liabilities                    |   | (238,577   | ) |   | 193,614     |   |   | 101,936     |   |   | 165,080     |  
|Income
      taxes recoverable (payable)                    |   | (4,223,099 | ) |   | 3,312,134   |   |   | -           |   |   | (910,965    | )
|                                                            |   |            |   |   |             |   |   |             |   |   |             |  
|                                                            |   | (6,091,696 | ) |   | (1,209,395  | ) |   | (963,753    | ) |   | (9,707,047  | )
|                                                            |   |            |   |   |             |   |   |             |   |   |             |  
|FINANCING ACTIVITIES                                        |   |            |   |   |             |   |   |             |   |   |             |  
|Issue of common shares, net of issue
      costs            |   | 1,000,000  |   |   | -           |   |   | 17,007,958  |   |   | 21,541,385  |  
|Exercise of warrants                                        |   | -          |   |   | 286,363     |   |   | 732,976     |   |   | 1,240,214   |  
|Exercise of options                                         |   | -          |   |   | 320,000     |   |   | 273,200     |   |   | 935,361     |  
|                                                            |   |            |   |   |             |   |   |             |   |   |             |  
|                                                            |   | 1,000,000  |   |   | 606,363     |   |   | 18,014,134  |   |   | 23,716,960  |  
|                                                            |   |            |   |   |             |   |   |             |   |   |             |  
|INVESTING ACTIVITIES                                        |   |            |   |   |             |   |   |             |   |   |             |  
|Due from Niger Uranium
      Limited                        |   | 576,133    |   |   | (576,133    | ) |   | -           |   |   | -           |  
|Fixed asset purchases                                       |   | (40,524    | ) |   | (881,955    | ) |   | (157,092    | ) |   | (1,071,970  | )
|Interest in exploration
      properties and                |   |            |   |   |             |   |   |             |   |   |             |  
|deferred
      exploration                                  |   | (574,550   | ) |   | (4,477,982  | ) |   | (3,842,406  | ) |   | (9,875,275  | )
|Redemption (purchase)
      of short-term investment        |   | 12,265,816 |   |   | (2,837,832  | ) |   | (9,250,000  | ) |   | 177,984     |  
|Purchase of investment in Niger Uranium
      Limited       |   | (606,150   | ) |   | -           |   |   | -           |   |   | (606,150    | )
|Cash proceeds from
      disposition of Irhazer and In Gall |   |            |   |   |             |   |   |             |   |   |             |  
|Projects, Niger                                             |   | -          |   |   | 4,800,000   |   |   | -           |   |   | 4,800,000   |  
|                                                            |   |            |   |   |             |   |   |             |   |   |             |  
|                                                            |   | 11,620,725 |   |   | (3,973,902  | ) |   | (13,249,498 | ) |   | (6,575,411  | )
|                                                            |   |            |   |   |             |   |   |             |   |   |             |  
|Change in cash                                              |   | 6,529,029  |   |   | (4,576,934  | ) |   | 3,800,883   |   |   | 7,434,502   |  
|                                                            |   |            |   |   |             |   |   |             |   |   |             |  
|Cash, beginning
      of period                             |   | 905,473    |   |   | 5,482,407   |   |   | 1,681,524   |   |   | -           |  
|                                                            |   |            |   |   |             |   |   |             |   |   |             |  
|Cash, end of
      period                                   | $ | 7,434,502  |   | $ | 905,473     |   | $ | 5,482,407   |   | $ | 7,434,502   |  
|                                                            |   |            |   |   |             |   |   |             |   |   |             |  
|SUPPLEMENTAL INFORMATION(Note 15)                           |   |            |   |   |             |   |   |             |   |   |             |  

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

---

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

From Inception (September 26, 2003) to December 31,
2008

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

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

---

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

From Inception (September 26, 2003) to December 31,
2008

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

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

---

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

From Inception (September 26, 2003) to December 31,
2008

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

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

---

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

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

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

---

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

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

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

---

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

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

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

---

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

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

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

---



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

1.         NATURE OF
OPERATIONS

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

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

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

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

2.         SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Consolidation

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

- 12 -

---



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

2.         SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

Fixed Assets

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

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


Interest in Exploration Properties and Deferred Exploration
ExpendituresOn March 27, 2009, the Emerging Issues Committee issued
EIC-174, Mining Exploration Costs. This new EIC provides additional guidance in
light of the potential adverse impact of the current economic and financial
turmoil on the carrying value of the deferred exploration costs. The EIC is
effective for financial statements issued on or after March 27, 2009 and as such
applies to the Company's deferred exploration expenditure costs as at December
31, 2008. Management applied a market approach in its review using data from
third party reports on the Company's exploration properties in conjunction with
values of property transactions in the same geographical area where the
Company's properties are located. The approach resulted in a range of estimated
recoverable amounts. The carrying amounts of deferred exploration costs on
properties were in excess of their estimated recoverable amounts.

Interest in exploration properties and deferred exploration
expenditures are carried at cost until they are brought into production, at
which time they are depleted on a unit-of production method based on proven and
probable reserves. If a property is subsequently determined not to be economic,
the property and related deferred costs are written down to net realizable
value. Other general exploration expenses are charged to operations as incurred.
The cost of exploration properties abandoned or sold and their related deferred
exploration costs are charged to operations at the time of abandonment or
sale.

Costs include the cash consideration and the fair market value
of the shares issued for the acquisition of exploration properties. The carrying
value is reduced by option proceeds received until such time as the property
cost and deferred expenditures are reduced to nominal amounts. Properties
acquired under option agreements or by joint ventures, whereby payments are made
at the sole discretion of the Company, are recorded in the accounts at the time
of payment.

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

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

- 13 -

---



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

2.         SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

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

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

- 14 -

---



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

2.         SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

The Company has made the following classifications:

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


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

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

- 15 -

---



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

2.         SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Capital Disclosures and Financial Instruments  Disclosures
and Presentation

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

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

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

Amendments to Section 1400  General Standards of Financial
Statement Presentation

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

Future Accounting Changes

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

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

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

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

- 16 -

---



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

2.         SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Future Accounting Changes (continued)

Business Combinations, Consolidated Financial Statements and
Non-Controlling Interests

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

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

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

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

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

3.         CAPITAL
MANAGEMENT

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

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

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

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

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

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

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

- 17 -

---



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

4.         PROPERTY
AND FINANCIAL RISK FACTORS AFFECTING FINANCIAL INSTRUMENTS

(a) Property risk

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

(b) Financial risk

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

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

Credit risk

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

Liquidity risk

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

Market risk

(i) Interest rate risk

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

- 18 -

---



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

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

Market risk (continued)

(ii) Foreign currency risk

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

(iii) Price risk

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

Fair Value

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

Sensitivity analysis

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

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

- 19 -

---



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

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

Sensitivity analysis (continued)

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

5.         FIXED
ASSETS

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


- 20 -

---



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

6.         
INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES

(a) Bear Project, Canada

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

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

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

(b) Picachos Project, Mexico

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

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

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

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

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

- 21 -

---



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

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

(b) Picachos Project, Mexico
(continued)

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

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

(c) Waterbury Project, Canada

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

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

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

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

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

- 22 -

---



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

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

(d) Fire Fly Project, United States

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

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

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

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

(e) Irhazer and In Gall Projects,
Niger

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

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

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

- 23 -

---



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

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

(f) North Rae Uranium Project, Canada

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

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

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

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

(g) Daniel Lake Uranium Project

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

- 24 -

---



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

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

(g) Daniel Lake Uranium Project
(continued)

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

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

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

- 25 -

---



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

7.         
SHARE CAPITAL

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



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




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

- 26 -

---



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

8.         
COMMON SHARE PURCHASE WARRANTS AND BROKER WARRANTS

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

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




January 1,
    
    
    
    
    
    
    
    
    
    
    
      December 31,
    
    
      December 31,Exercise
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
      2007
    
    
      2007Expiry Date
    
    Price
    
    
    Balance
    
    
    Issued
    
    
    Exercised
    
    
    Expired
    
    
      Balance
    
    
      Fair
        ValueWarrantsDecember 21, 2007
    
    $0.70
    
    
    454,543
    
    
    -
    
    
    (409,089
    )
    
    (45,454
    )
    
      -
    
    $
      -May 5, 2008
    
    $1.15
    
    
    10,572,013
    
    
    -
    
    
    -
    
    
    -
    
    
      10,572,013
    
    
      3,138,90011,026,556
    
    
    -
    
    
    (409,089
    )
    
    (45,454
    )
    
      10,572,013
    
    $
      3,138,900Broker WarrantsNovember 5, 2007
    
    $1.15
    
    
    1,480,082
    
    
    -
    
    
    -
    
    
    (1,480,082
    )
    
      -
    
    
      -12,506,638
    
    
    -
    
    
    (409,089
    )
    
    (1,525,536
    )
    
      10,572,013
    
    $
      3,138,900


- 27 -

---



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

9.         
STOCK OPTIONS

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

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

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

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

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

- 28 -

---



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

9.         
STOCK OPTIONS (continued)

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

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

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

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

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

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

- 29 -

---



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

9.         
STOCK OPTIONS (continued)

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

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

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

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


10.        RELATED
PARTY TRANSACTIONS

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

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

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

- 30 -

---



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

11.        NIGER URANIUM
LIMITED TRANSACTION

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

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

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

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

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

Consideration received:

|Cash                                           | $ | 4,800,000  |  |  |  | 
|---------------------------------------------- | - | ---------- |  |  |  | 
|31,955,000 Niger Uranium Limited common shares |   | 15,982,500 |  |  |  | 
|                                               |   |            |  |  |  | 
|Total sale price                               | $ | 20,782,500 |  |  |  | 

Details of the net assets sold are summarized below:

|Fixed assets, net                                                 | $ | 191,995    |  |  |  | 
|----------------------------------------------------------------- | - | ---------- |  |  |  | 
|Interest in exploration properties and
      deferred exploration |   |            |  |  |  | 
|properties - Irhazer and In Gall
      Projects, Niger            |   | 1,330,497  |  |  |  | 
|                                                                  |   |            |  |  |  | 
|                                                                  | $ | 1,522,492  |  |  |  | 
|                                                                  |   |            |  |  |  | 
|Gain on disposition of Irhazer and In Gall Projects, Niger        | $ | 19,260,008 |  |  |  | 

- 31 -

---



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

12.        INCOME
TAXES

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

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

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

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

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

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

- 32 -

---



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

13.        SEGMENTED
INFORMATION

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

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



|December 31,
      2007                  |   | Canada     |  |   | Mexico    |  |   | Niger      |  |   | Total      | 
|---------------------------------------- | - | ---------- |  | - | --------- |  | - | ---------- |  | - | ---------- | 
|                                         |   |            |  |   |           |  |   |            |  |   |            | 
|Current assets                           | $ | 13,571,674 |  | $ | 128,964   |  | $ | 581,028    |  | $ | 14,281,666 | 
|Investment in exploration properties and |   |            |  |   |           |  |   |            |  |   |            | 
|deferred exploration expenditures        |   | 3,349,467  |  |   | 1,990,494 |  |   | -          |  |   | 5,339,961  | 
|Equipment                                |   | 676,627    |  |   | -         |  |   | -          |  |   | 676,627    | 
|Other assets                             |   | 61,119     |  |   | -         |  |   | 17,067,165 |  |   | 17,128,284 | 
|                                         |   |            |  |   |           |  |   |            |  |   |            | 
|                                         | $ | 17,658,887 |  | $ | 2,119,458 |  | $ | 17,648,193 |  | $ | 37,426,538 | 

Substantially all of the Company's operating expenses are
incurred in Canada.

- 33 -

---



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

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

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

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



|As at December
      31,                               |   | 2008       |   |   | 2007       |   |   | 2006       |  
|------------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                       |   |            |   |   |            |   |   |            |  
|Capital Stock                                          |   |            |   |   |            |   |   |            |  
|Canadian GAAP                                          | $ | 20,633,843 |   | $ | 19,574,843 |   | $ | 18,478,026 |  
|Flow through shares (b)                                |   | 247,389    |   |   | 247,389    |   |   | 247,389    |  
|                                                       |   |            |   |   |            |   |   |            |  
|US
      GAAP                                          | $ | 20,881,232 |   | $ | 19,822,232 |   | $ | 18,725,415 |  
|                                                       |   |            |   |   |            |   |   |            |  
|Retained earnings (deficit)                            |   |            |   |   |            |   |   |            |  
|Canadian GAAP                                          | $ | 3,598,458  |   | $ | 6,389,269  |   | $ | (5,356,115 | )
|Cumulative exploration properties
      adjustment (a) |   | (2,721,366 | ) |   | (4,138,093 | ) |   | (3,078,668 | )
|Future income tax adjustment (b)                       |   | 69,019     |   |   | 353,400    |   |   | (368,856   | )
|Flow-through shares (b)                                |   | (247,389   | ) |   | (247,389   | ) |   | (247,389   | )
|                                                       |   |            |   |   |            |   |   |            |  
|US
      GAAP                                          | $ | 698,722    |   | $ | 2,357,187  |   | $ | (9,051,028 | )

- 34 -

---



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

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

|For the periods
      ended December 31,                               |   | 2008        |   |   | 2007       |   |   | 2006        |  
|---------------------------------------------------------------------- | - | ----------- | - | - | ---------- | - | - | ----------- | -
|                                                                       |   |             |   |   |            |   |   |             |  
|Statement of Operations                                                |   |             |   |   |            |   |   |             |  
|Net (loss) income and comprehensive (loss)
      income                |   |             |   |   |            |   |   |             |  
|under Canadian GAAP                                                    | $ | (17,041,652 | ) | $ | 12,515,496 |   | $ | (2,421,484  | )
|Exploration properties and deferred
      exploration expenditures (a) |   | (444,170    | ) |   | (2,166,074 | ) |   | (2,302,282  | )
|Gain on disposition of Irhazer and In Gall Projects, Niger
      (e)   |   | -           |   |   | 1,106,649  |   |   | -           |  
|Future income taxes (b)                                                |   | 69,019      |   |   | 353,400    |   |   | (368,856    | )
|Flow-through
      shares (b)                                          |   | -           |   |   | -          |   |   | (202,189    | )
|                                                                       |   |             |   |   |            |   |   |             |  
|Net loss and
      comprehensive loss under US GAAP                    | $ | (17,416,803 | ) | $ | 11,809,471 |   | $ | (5,294,811  | )
|                                                                       |   |             |   |   |            |   |   |             |  
|Basic and diluted
      (loss) income per share - US GAAP              | $ | (0.16       | ) | $ | 0.11       |   | $ | (0.06       | )
|                                                                       |   |             |   |   |            |   |   |             |  
|                                                                       |   |             |   |   |            |   |   |             |  
|Statement of Cash Flows                                                |   |             |   |   |            |   |   |             |  
|Cash flows from operating activities under Canadian GAAP               | $ | (6,068,066  | ) | $ | (1,899,550 | ) | $ | (1,355,091  | )
|Exploration properties and deferred exploration expenditures
      (a) |   | (385,170    | ) |   | (3,694,721 | ) |   | (3,030,498  | )
|                                                                       |   |             |   |   |            |   |   |             |  
|Cash flows from operating activities under US GAAP                     | $ | (6,453,236  | ) | $ | (5,594,271 | ) | $ | (4,385,589  | )
|                                                                       |   |             |   |   |            |   |   |             |  
|                                                                       |   |             |   |   |            |   |   |             |  
|Cash flows from investing activities under Canadian GAAP               | $ | 11,597,095  |   | $ | (3,283,747 | ) | $ | (12,858,160 | )
|Exploration properties and deferred exploration expenditures
      (a) |   | 385,170     |   |   | 3,694,721  |   |   | 3,030,498   |  
|                                                                       |   |             |   |   |            |   |   |             |  
|Cash flows from investing activities under US GAAP                     | $ | 11,982,265  |   | $ | 410,974    |   | $ | (9,827,662  | )

- 35 -

---



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

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

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

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

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

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

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

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

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

- 36 -

---



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

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

(f) Recent Accounting Pronouncements

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

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

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

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

- 37 -

---



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

15.        SUPPLEMENTAL
CASH FLOW INFORMATION

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

16.        COMMITMENTS
AND CONTINGENCIES

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

17.        RESTATEMENT OF
PRIOR YEAR FINANCIAL STATEMENTS

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

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

18.        COMPARATIVE
INFORMATION

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

19.        SUBSEQUENT
EVENT

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

- 38 -

---





NWT URANIUM CORP.

(FORMERLY NORTHWESTERN MINERAL VENTURES
INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL
STATEMENTS

AS AT DECEMBER 31, 2007 AND 2006
AND FOR THE YEARS
ENDED DECEMBER 31, 2007, 2006 AND 2005 (Expressed in Canadian Dollars)



---

Managements Responsibility for
Financial Reporting

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

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

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

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



(signed)
    
    
    (signed)Marek Kreczmer
    
    
    William D.
  ThomasPresident and Chief Executive
      Officer
    
    
    Chief Financial
      Officer




---




Independent Auditors Report

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

We have audited the consolidated
balance sheets of NWT Uranium Corp. (formerly Northwestern Mineral Ventures
Inc.) as at December 31, 2007 and 2006 and the related consolidated
statements of operations and comprehensive income (loss), cash flows, and
shareholders equity and interest in exploration properties and deferred
exploration expenditures for each of the years in the three-year period ended
December 31, 2007 and the period cumulative from inception to
December 31, 2007. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, these consolidated
financial statements present fairly, in all material respects, the financial
position of the Company as at December 31, 2007 and 2006 and the
results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2007 and the period cumulative
from inception to December 31, 2007 in accordance with Canadian
generally accepted accounting principles.

McGOVERN,
      HURLEY, CUNNINGHAM, LLP





Chartered Accountants
      Licensed Public
      Accountants


Toronto, Canada April 2, 2008






---

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



December 31,2007
    
    
    December 31,
      2006AssetsCurrentCash
    
    
    
    $
    905,473
    
    
    
    
    $
    5,482,407Short term investments (Note
      2)
    
    
    
    
    12,318,540
    
    
    
    
    
    9,426,384Due from Niger Uranium Limited
      (Notes 8 and 9)
    
    
    
    
    576,133
    
    
    
    
    
    Amounts receivable and prepaid
      expenses (Note 8)
    
    
    
    
    481,520
    
    
    
    
    
    118,17414,281,666
    
    
    
    
    
    15,026,965Property expenditures
      advances
    
    
    
    
    61,119
    
    
    
    
    
    133,092Fixed assets (Note
      3)
    
    
    
    
    676,627
    
    
    
    
    
    143,219Equity investment in Niger
      Uranium Limited (Note 9)
    
    
    
    
    15,982,500
    
    
    
    
    
    Interest in exploration
      properties and deferred exploration expenditures (Note 4 and
      statement)
    
    
    
    
    5,339,961
    
    
    
    
    
    4,187,430$
    36,341,873
    
    
    
    
    $
    19,490,706Liabilities
      and Shareholders EquityCurrentAccounts payable and accrued
      liabilities (Note 8)
    
    
    
    $
    628,670
    
    
    
    
    $
    383,366Income taxes payable (Note
      10)
    
    
    
    
    3,312,134
    
    
    
    
    
    3,940,804
    
    
    
    
    
    383,366Future income tax liability (Note
      10)
    
    
    
    
    353,400
    
    
    
    
    
    4,294,204
    
    
    
    
    
    383,366Shareholders
      equityCommon shares
      (statement)
    
    
    
    
    19,574,843
    
    
    
    
    
    18,478,026Warrants (Note 6 and
      statement)
    
    
    
    
    3,138,900
    
    
    
    
    
    3,949,982Contributed surplus
      (statement)
    
    
    
    
    2,944,657
    
    
    
    
    
    2,035,447Accumulated retained earnings
      (deficit)
    
    
    
    
    6,389,269
    
    
    
    
    
    (5,356,115
    )32,047,669
    
    
    
    
    
    19,107,340$
    36,341,873
    
    
    
    
    $
    19,490,706


NATURE
OF OPERATIONS(Note
1) COMMITMENTS
AND CONTINGENCIES(Notes 4
and 15)

APPROVED ON BEHALF OF THE BOARD:



SignedMarek
      Kreczmer, Director
    
    
    SignedSimon
      Lawrence,
  Director


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

1



---

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



For the periods ended December
      31,
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    Cumulative from inceptionExpensesStock based compensation expense
      (Note 7)
    
    
    
    $
    359,082
    
    
    
    
    $
    1,146,144
    
    
    
    
    $
    493,468
    
    
    
    
    $
    2,422,877Management and administrative
      services
    
    
    
    
    571,805
    
    
    
    
    
    560,289
    
    
    
    
    
    129,183
    
    
    
    
    
    1,396,277Investor relations and
      promotion
    
    
    
    
    203,920
    
    
    
    
    
    366,021
    
    
    
    
    
    302,828
    
    
    
    
    
    1,239,969Professional
fees
    
    
    
    
    467,627
    
    
    
    
    
    178,797
    
    
    
    
    
    58,730
    
    
    
    
    
    788,761Office and
      administration
    
    
    
    
    122,493
    
    
    
    
    
    97,447
    
    
    
    
    
    67,072
    
    
    
    
    
    365,808Travel expenses
    
    
    
    
    128,121
    
    
    
    
    
    117,361
    
    
    
    
    
    38,811
    
    
    
    
    
    284,293Shareholders
      information
    
    
    
    
    146,493
    
    
    
    
    
    53,947
    
    
    
    
    
    46,248
    
    
    
    
    
    246,688Regulatory fees
    
    
    
    
    32,098
    
    
    
    
    
    49,740
    
    
    
    
    
    83,351
    
    
    
    
    
    230,329Amortization
    
    
    
    
    120,885
    
    
    
    
    
    3,826
    
    
    
    
    
    1,815
    
    
    
    
    
    127,157Government fees and
      taxes
    
    
    
    
    8,871
    
    
    
    
    
    19,503
    
    
    
    
    
    
    
    
    
    
    
    28,374Foreign exchange loss
      (gain)
    
    
    
    
    48,390
    
    
    
    
    
    (11,483
    )
    
    
    
    
    1,575
    
    
    
    
    
    38,4822,209,785
    
    
    
    
    
    2,581,592
    
    
    
    
    
    1,223,081
    
    
    
    
    
    7,169,015(Loss)
      for the period before the following:
    
    
    
    
    (2,209,785
    )
    
    
    
    
    (2,581,592
    )
    
    
    
    
    (1,223,081
    )
    
    
    
    
    (7,169,015
    )Gain on disposition of Irhazer
      and In Gall Projects, Niger (Note 9)
    
    
    
    
    19,260,008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,260,008Exploration properties and
      deferred exploration expenditures written-off
    
    
    
    
    (1,639,305
    )
    
    
    
    
    (208,748
    )
    
    
    
    
    (602,193
    )
    
    
    
    
    (2,450,246
    )Income
      (loss) for the period before provision for (recovery of) corporate
      taxes:
    
    
    
    
    15,410,918
    
    
    
    
    
    (2,790,340
    )
    
    
    
    
    (1,825,274
    )
    
    
    
    
    9,640,747Provision
      for (recovery of) corporate taxes(Note 10)Current income
    taxes
    
    
    
    
    3,312,134
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,312,134Future income
    taxes
    
    
    
    
    353,400
    
    
    
    
    
    (368,856
    )
    
    
    
    
    (45,200
    )
    
    
    
    
    (60,656
    )3,665,534
    
    
    
    
    
    (368,856
    )
    
    
    
    
    (45,200
    )
    
    
    
    
    3,251,478Net
      income (loss) for the period being comprehensive income (loss) for the
      period
    
    
    
    $
    11,745,384
    
    
    
    
    $
    (2,421,484
    )
    
    
    
    $
    (1,780,074
    )
    
    
    
    $
    6,389,269Income (loss) per share  basic
      and diluted
    
    
    
    $
    0.11
    
    
    
    
    $
    (0.03
    )
    
    
    
    
    (0.02
    )Weighted average number of
      common shares 
      basic
    
    
    
    
    105,337,248
    
    
    
    
    
    95,891,751
    
    
    
    
    
    79,916,314Weighted average number of
      common shares 
      diluted
    
    
    
    
    106,118,568
    
    
    
    
    
    95,891,751
    
    
    
    
    
    79,916,314


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

2



---

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



For the periods ended December
      31,
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    Cumulative from inceptionCash
      provided by (used in)OPERATING
      ACTIVITIESNet income (loss) for the
      period
    
    
    
    $
    11,745,384
    
    
    
    
    $
    (2,421,484
    )
    
    
    
    $
    (1,780,074
    )
    
    
    
    $
    6,389,269Stock based compensation expense
      (Note 7)
    
    
    
    
    359,082
    
    
    
    
    
    1,146,144
    
    
    
    
    
    493,468
    
    
    
    
    
    2,422,877Future income taxes (Note
      10)
    
    
    
    
    353,400
    
    
    
    
    
    (368,856
    )
    
    
    
    
    (45,200
    )
    
    
    
    
    (60,656
    )Gain on disposition of Irhazer
      and In Gall Projects, Niger (Note 9)
    
    
    
    
    (19,260,008
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,260,008
    )Amortization
    
    
    
    
    120,885
    
    
    
    
    
    3,826
    
    
    
    
    
    1,815
    
    
    
    
    
    127,157Exploration properties and
      deferred exploration expenditures written-off
    
    
    
    
    1,639,305
    
    
    
    
    
    208,748
    
    
    
    
    
    602,193
    
    
    
    
    
    2,450,246Changes in non-cash working
      capital itemsAmounts receivable and prepaid
      expenses
    
    
    
    
    (363,346
    )
    
    
    
    
    (25,405
    )
    
    
    
    
    (14,784
    )
    
    
    
    
    (481,520
    )Accounts payable and accrued
      liabilities
    
    
    
    
    193,614
    
    
    
    
    
    101,936
    
    
    
    
    
    (109,415
    )
    
    
    
    
    403,657Income taxes
    payable
    
    
    
    
    3,312,134
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,312,134(1,899,550
    )
    
    
    
    
    (1,355,091
    )
    
    
    
    
    (851,997
    )
    
    
    
    
    (4,696,844
    )FINANCING
      ACTIVITIESIssue of common shares and
      warrants, net of issue costs
    
    
    
    
    
    
    
    
    
    
    17,007,958
    
    
    
    
    
    1,878,801
    
    
    
    
    
    20,541,385Exercise of
    warrants
    
    
    
    
    286,363
    
    
    
    
    
    732,976
    
    
    
    
    
    220,875
    
    
    
    
    
    1,240,214Exercise of
    options
    
    
    
    
    320,000
    
    
    
    
    
    273,200
    
    
    
    
    
    57,500
    
    
    
    
    
    935,361606,363
    
    
    
    
    
    18,014,134
    
    
    
    
    
    2,157,176
    
    
    
    
    
    22,716,960INVESTING
      ACTIVITIESDue from Niger Uranium Limited
      (Notes 8 and 9)
    
    
    
    
    (576,133
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (576,133
    )Fixed asset
      purchases
    
    
    
    
    (881,955
    )
    
    
    
    
    (157,092
    )
    
    
    
    
    (4,946
    )
    
    
    
    
    (1,031,446
    )Interest in exploration
      properties and deferred exploration
    
    
    
    
    (3,787,827
    )
    
    
    
    
    (3,451,068
    )
    
    
    
    
    (702,384
    )
    
    
    
    
    (8,219,232
    )Purchase of short-term
      investment, net
    
    
    
    
    (2,837,832
    )
    
    
    
    
    (9,250,000
    )
    
    
    
    
    
    
    
    
    
    
    (12,087,832
    )Cash proceeds from disposition of
      Irhazer and In Gall Projects, Niger (Note 9)
    
    
    
    
    4,800,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,800,000(3,283,747
    )
    
    
    
    
    (12,858,160
    )
    
    
    
    
    (707,330
    )
    
    
    
    
    (17,114,643
    )Change
      in cash
    
    
    
    
    (4,576,934
    )
    
    
    
    
    3,800,883
    
    
    
    
    
    597,849
    
    
    
    
    
    905,473Cash, beginning of
      period
    
    
    
    
    5,482,407
    
    
    
    
    
    1,681,524
    
    
    
    
    
    1,083,675
    
    
    
    
    
    Cash,
      end of period
    
    
    
    $
    905,473
    
    
    
    
    $
    5,482,407
    
    
    
    
    $
    1,681,524
    
    
    
    
    $
    905,473


SUPPLEMENTAL
INFORMATION(Note
14)

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

3



---

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

From Commencement of Operations
(September 26, 2003) to December 31, 2007



Common shares
    
    
    Special Warrants
    
    
    Warrants
    
    
    Contributed Surplus
    
    
    Accumulated Retained
Earnings
    
    
    Total#
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Issue of shares for
      cash
    
    
    
    
    4,000,000
    
    
    
    
    
    101
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101Issue of special warrants for
      cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    195,409
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    195,409Loss for the
year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,097
    )
    
    
    
    
    (33,097
    )Balance,
      December 31, 2003
    
    
    
    
    4,000,000
    
    
    
    
    
    101
    
    
    
    
    
    195,409
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,097
    )
    
    
    
    
    162,413Public offering, net of issue
      costs
    
    
    
    
    60,000,000
    
    
    
    
    
    1,321,537
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,321,537Conversion of special
      warrants
    
    
    
    
    8,000,000
    
    
    
    
    
    195,409
    
    
    
    
    
    (195,409
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Flow through private placement,
      net of issue costs
    
    
    
    
    412,000
    
    
    
    
    
    114,891
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    114,891Stock based
      compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    424,183
    
    
    
    
    
    
    
    
    
    
    
    424,183Private placement, net of issue
      costs
    
    
    
    
    2,909,000
    
    
    
    
    
    539,911
    
    
    
    
    
    
    
    
    
    
    
    256,935
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    796,846Loss for the
year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,121,460
    )
    
    
    
    
    (1,121,460
    )Balance,
      December 31, 2004
    
    
    
    
    75,321,000
    
    
    
    
    
    2,171,849
    
    
    
    
    
    
    
    
    
    
    
    256,935
    
    
    
    
    
    424,183
    
    
    
    
    
    (1,154,557
    )
    
    
    
    
    1,698,410Private placement, net of issue
      costs
    
    
    
    
    3,950,090
    
    
    
    
    
    1,636,155
    
    
    
    
    
    
    
    
    
    
    
    222,749
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,858,904Exercise of stock options
    
    
    
    
    200,000
    
    
    
    
    
    101,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44,000
    )
    
    
    
    
    
    
    
    
    
    
    57,500Flow through tax effect on date
      of renunciation
    
    
    
    
    
    
    
    
    
    
    (45,200
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45,200
    )Stock based
      compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    493,468
    
    
    
    
    
    
    
    
    
    
    
    493,468Exercise of
    warrants
    
    
    
    
    455,000
    
    
    
    
    
    283,475
    
    
    
    
    
    
    
    
    
    
    
    (62,600
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    220,875Shares issued for interest in
      exploration properties and deferred exploration expenditures
      (Notes
      4(b)(c))
    
    
    
    
    300,000
    
    
    
    
    
    182,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    182,000Loss for the
year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,780,074
    )
    
    
    
    
    (1,780,074
    )Balance,
      December 31, 2005
    
    
    
    
    80,226,090
    
    
    
    
    
    4,329,779
    
    
    
    
    
    
    
    
    
    
    
    417,084
    
    
    
    
    
    873,651
    
    
    
    
    
    (2,934,631
    )
    
    
    
    
    2,685,883


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

4



---

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

From Commencement of Operations
(September 26, 2003) to December 31, 2007



Common shares
    
    
    Special Warrants
    
    
    Warrants
    
    
    Contributed Surplus
    
    
    Accumulated Retained
Earnings
    
    
    Total#
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Balance,
      December 31, 2005
    
    
    
    
    80,226,090
    
    
    
    
    
    4,329,779
    
    
    
    
    
    
    
    
    
    
    
    417,084
    
    
    
    
    
    873,651
    
    
    
    
    
    (2,934,631
    )
    
    
    
    
    2,685,883Private placement, net of issue
      costs
    
    
    
    
    21,144,027
    
    
    
    
    
    12,555,474
    
    
    
    
    
    
    
    
    
    
    
    3,982,884
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,538,358Exercise of stock options
    
    
    
    
    920,000
    
    
    
    
    
    476,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (203,600
    )
    
    
    
    
    
    
    
    
    
    
    273,200Flow through tax effect on date
      of renunciation
    
    
    
    
    
    
    
    
    
    
    (295,085
    )
    
    
    
    
    
    
    
    
    
    
    (73,771
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (368,856
    )Stock based
      compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,197,663
    
    
    
    
    
    
    
    
    
    
    
    1,197,663Shares issued for interest in
      exploration properties and deferred exploration expenditures
      (Notes
      4(b)(c)(e)(f))
    
    
    
    
    640,000
    
    
    
    
    
    469,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    469,600Exercise of
    warrants
    
    
    
    
    1,559,636
    
    
    
    
    
    941,458
    
    
    
    
    
    
    
    
    
    
    
    (208,482
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    732,976Expired warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (167,733
    )
    
    
    
    
    167,733
    
    
    
    
    
    
    
    
    
    
    
    Loss for the
year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,421,484
    )
    
    
    
    
    (2,421,484
    )Balance,
      December 31, 2006
    
    
    
    
    104,489,753
    
    
    
    
    
    18,478,026
    
    
    
    
    
    
    
    
    
    
    
    3,949,982
    
    
    
    
    
    2,035,447
    
    
    
    
    
    (5,356,115
    )
    
    
    
    
    19,107,340Shares issued for interest in
      exploration properties and deferred exploration expenditures
      (Notes 4(b)(f)(g))
    
    
    
    
    350,000
    
    
    
    
    
    229,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    229,500Exercise of
    options
    
    
    
    
    782,500
    
    
    
    
    
    320,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    320,000Fair value of option
      exercise
    
    
    
    
    
    
    
    
    
    
    217,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (217,500
    )
    
    
    
    
    
    
    
    
    
    
    Exercise of
    warrants
    
    
    
    
    409,089
    
    
    
    
    
    286,363
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    286,363Fair value of warrant
      exercise
    
    
    
    
    
    
    
    
    
    
    43,454
    
    
    
    
    
    
    
    
    
    
    
    (43,454
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expired warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (767,628
    )
    
    
    
    
    767,628
    
    
    
    
    
    
    
    
    
    
    
    Stock based compensation (Note
      7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    359,082
    
    
    
    
    
    
    
    
    
    
    
    359,082Income for the
      period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,745,384
    
    
    
    
    
    11,745,384Balance,
      December 31, 2007
    
    
    
    
    106,031,342
    
    
    
    
    
    19,574,843
    
    
    
    
    
    
    
    
    
    
    
    3,138,900
    
    
    
    
    
    2,944,657
    
    
    
    
    
    6,389,269
    
    
    
    
    
    32,047,669


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

5



---

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



For the periods ended December
      31,
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    Cumulative from inceptionBear
      Project, Canada (Note 4(a))Opening balance
    
    
    
    $
    
    
    
    
    
    $
    
    
    
    
    
    $
    560,767
    
    
    
    
    $
    Transportation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,290
    
    
    
    
    
    222,287Drilling
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,865Acquisition
costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,006
    
    
    
    
    
    62,506Camp costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,671Project management
      fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,759Labour
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,741Geological, reports and
      maps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,223
    
    
    
    
    
    9,223Consulting fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,019
    
    
    
    
    
    23,613General
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,325
    
    
    
    
    
    63,004Analysis and
    assays
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,458
    
    
    
    
    
    12,466Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,895
    )
    
    
    
    
    (7,942
    )Activity during the
      year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,426
    
    
    
    
    
    602,193Write-off of Bear
      Project
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (602,193
    )
    
    
    
    
    (602,193
    )Closing balance
    
    
    
    $
    
    
    
    
    
    $
    
    
    
    
    
    $
    
    
    
    
    
    $
    Picachos
      Project, Mexico (Note 4(b))Opening balance
    
    
    
    $
    1,260,664
    
    
    
    
    $
    750,906
    
    
    
    
    $
    154,764
    
    
    
    
    $
    Geological, reports and
      maps
    
    
    
    
    119
    
    
    
    
    
    65,994
    
    
    
    
    
    69,938
    
    
    
    
    
    201,664Geology
    
    
    
    
    19,982
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,982Labour
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,830Earthwork and
    roads
    
    
    
    
    81,101
    
    
    
    
    
    6,017
    
    
    
    
    
    
    
    
    
    
    
    87,118Environment
    
    
    
    
    6,896
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,896Line and grid
      cutting
    
    
    
    
    
    
    
    
    
    
    15,121
    
    
    
    
    
    
    
    
    
    
    
    15,121Geophysics
    
    
    
    
    63,448
    
    
    
    
    
    87,756
    
    
    
    
    
    
    
    
    
    
    
    151,204Geochemistry
    
    
    
    
    4,524
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,524Camp costs
    
    
    
    
    2,401
    
    
    
    
    
    21,202
    
    
    
    
    
    
    
    
    
    
    
    29,543Transportation
    
    
    
    
    
    
    
    
    
    
    1,022
    
    
    
    
    
    1,528
    
    
    
    
    
    6,386Management fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,965Professional
fees
    
    
    
    
    
    
    
    
    
    
    3,604
    
    
    
    
    
    
    
    
    
    
    
    12,139Drilling
    
    
    
    
    379,691
    
    
    
    
    
    2,285
    
    
    
    
    
    
    
    
    
    
    
    385,381Option payments
    
    
    
    
    15,570
    
    
    
    
    
    403,904
    
    
    
    
    
    114,000
    
    
    
    
    
    533,474Staking
    
    
    
    
    4,070
    
    
    
    
    
    
    
    
    
    
    
    15,926
    
    
    
    
    
    19,996General
    
    
    
    
    27,976
    
    
    
    
    
    689
    
    
    
    
    
    11,173
    
    
    
    
    
    57,186Analysis and
      assaying
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,008
    
    
    
    
    
    127,346Exploration
    advance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    297,739
    
    
    
    
    
    297,739Property
payments
    
    
    
    
    214,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214,000Interest income
    
    
    
    
    (89,948
    )
    
    
    
    
    (97,836
    )
    
    
    
    
    (5,170
    )
    
    
    
    
    (197,000
    )Activity during the
      period
    
    
    
    
    729,830
    
    
    
    
    
    509,758
    
    
    
    
    
    596,142
    
    
    
    
    
    1,990,494Closing balance
    
    
    
    $
    1,990,494
    
    
    
    
    $
    1,260,664
    
    
    
    
    $
    750,906
    
    
    
    
    $
    1,990,494


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

6



---

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



For the periods ended December
      31,
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    Cumulative from inceptionWaterbury
      Project, Canada (Note 4(c))Opening balance
    
    
    
    $
    939,967
    
    
    
    
    $
    169,747
    
    
    
    
    $
    
    
    
    
    
    $
    Assays
    
    
    
    
    
    
    
    
    
    
    5,464
    
    
    
    
    
    
    
    
    
    
    
    5,464Geological, reports and
      maps
    
    
    
    
    810
    
    
    
    
    
    4,597
    
    
    
    
    
    76,697
    
    
    
    
    
    82,104Drilling
    
    
    
    
    294,548
    
    
    
    
    
    221,912
    
    
    
    
    
    
    
    
    
    
    
    516,460Geophysics
    
    
    
    
    105,885
    
    
    
    
    
    328,996
    
    
    
    
    
    
    
    
    
    
    
    434,881Labour
    
    
    
    
    
    
    
    
    
    
    69,500
    
    
    
    
    
    
    
    
    
    
    
    69,500Professional
fees
    
    
    
    
    
    
    
    
    
    
    10,799
    
    
    
    
    
    
    
    
    
    
    
    10,799Management fees
    
    
    
    
    
    
    
    
    
    
    73,478
    
    
    
    
    
    
    
    
    
    
    
    73,478Operating costs
    
    
    
    
    
    
    
    
    
    
    118,846
    
    
    
    
    
    
    
    
    
    
    
    118,846Option payment
    
    
    
    
    25,000
    
    
    
    
    
    79,000
    
    
    
    
    
    93,050
    
    
    
    
    
    197,050Administration
    
    
    
    
    110,880
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110,880Termination
    payment
    
    
    
    
    252,358
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    252,358Government
      assistance
    
    
    
    
    (3,378
    )
    
    
    
    
    (44,536
    )
    
    
    
    
    
    
    
    
    
    
    (47,914
    )Interest income
    
    
    
    
    (86,765
    )
    
    
    
    
    (97,836
    )
    
    
    
    
    
    
    
    
    
    
    (184,601
    )Activity during the
      period
    
    
    
    
    699,338
    
    
    
    
    
    770,220
    
    
    
    
    
    169,747
    
    
    
    
    
    1,639,305Write-off of Waterbury
      Project
    
    
    
    
    (1,639,305
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,639,305
    )Closing balance
    
    
    
    $
    
    
    
    
    
    $
    939,967
    
    
    
    
    $
    169,747
    
    
    
    
    $
    Fire
      Fly Project, United States (Note 4(d))Opening balance
    
    
    
    $
    
    
    
    
    
    $
    114,697
    
    
    
    
    $
    
    
    
    
    
    $
    Geological, reports and
      maps
    
    
    
    
    
    
    
    
    
    
    16,226
    
    
    
    
    
    18,466
    
    
    
    
    
    34,692Professional
fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,173
    
    
    
    
    
    8,173Option payment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,485
    
    
    
    
    
    58,485Exploration
    advance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,500
    
    
    
    
    
    7,500Consulting
    
    
    
    
    
    
    
    
    
    
    20,727
    
    
    
    
    
    2,980
    
    
    
    
    
    23,707Claim staking
    
    
    
    
    
    
    
    
    
    
    4,384
    
    
    
    
    
    17,854
    
    
    
    
    
    22,238Field expenses
    
    
    
    
    
    
    
    
    
    
    1,659
    
    
    
    
    
    
    
    
    
    
    
    1,659Geotechnician
    
    
    
    
    
    
    
    
    
    
    8,588
    
    
    
    
    
    
    
    
    
    
    
    8,588General
    
    
    
    
    
    
    
    
    
    
    8,017
    
    
    
    
    
    85
    
    
    
    
    
    8,102Travel and
      accommodation
    
    
    
    
    
    
    
    
    
    
    3,537
    
    
    
    
    
    1,154
    
    
    
    
    
    4,691Rentals
    
    
    
    
    
    
    
    
    
    
    4,586
    
    
    
    
    
    
    
    
    
    
    
    4,586Interest income
    
    
    
    
    
    
    
    
    
    
    (19,175
    )
    
    
    
    
    
    
    
    
    
    
    (19,175
    )Activity during the
      period
    
    
    
    
    
    
    
    
    
    
    48,549
    
    
    
    
    
    114,697
    
    
    
    
    
    163,246Write-off of Fire Fly Project
    
    
    
    
    
    
    
    
    
    
    (163,246
    )
    
    
    
    
    
    
    
    
    
    
    (163,246
    )Closing balance
    
    
    
    $
    
    
    
    
    
    $
    
    
    
    
    
    $
    114,697
    
    
    
    
    $
    


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

7



---

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



For the periods ended December
      31,
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    Cumulative from inceptionIrhazer
      and In Gall Projects, Niger (Notes
      4(e) and 9)Opening balance
    
    
    
    $
    1,097,599
    
    
    
    
    $
    40,351
    
    
    
    
    $
    15,269
    
    
    
    
    $
    Project administration
      costs
    
    
    
    
    117,058
    
    
    
    
    
    284,828
    
    
    
    
    
    25,082
    
    
    
    
    
    442,237Acquisition
costs
    
    
    
    
    
    
    
    
    
    
    223,848
    
    
    
    
    
    
    
    
    
    
    
    223,848Camp costs
    
    
    
    
    10,532
    
    
    
    
    
    6,606
    
    
    
    
    
    
    
    
    
    
    
    17,138Drilling
    
    
    
    
    22,294
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,294Environmental
    
    
    
    
    105,386
    
    
    
    
    
    96,516
    
    
    
    
    
    
    
    
    
    
    
    201,902Geological
    
    
    
    
    70,987
    
    
    
    
    
    17,248
    
    
    
    
    
    
    
    
    
    
    
    88,235Geochemistry
    
    
    
    
    6,760
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,760Geophysical
    
    
    
    
    200,967
    
    
    
    
    
    98,982
    
    
    
    
    
    
    
    
    
    
    
    299,949Line and grid
      cutting
    
    
    
    
    16,018
    
    
    
    
    
    4,390
    
    
    
    
    
    
    
    
    
    
    
    20,408Surveys
    
    
    
    
    
    
    
    
    
    
    422,666
    
    
    
    
    
    
    
    
    
    
    
    422,666Recovery of
costs
    
    
    
    
    (112,797
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (112,797
    )Interest income
    
    
    
    
    (204,307
    )
    
    
    
    
    (97,836
    )
    
    
    
    
    
    
    
    
    
    
    (302,143
    )Disposal of Irhazer and In Gall
      Projects (Note 9)
    
    
    
    
    (1,330,497
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,330,497
    )Activity during the
      period
    
    
    
    
    (1,097,599
    )
    
    
    
    
    1,057,248
    
    
    
    
    
    25,082
    
    
    
    
    
    Closing balance
    
    
    
    $
    
    
    
    
    
    $
    1,097,599
    
    
    
    
    $
    40,351
    
    
    
    
    $
    North
      Rae Uranium Project, Canada (Note 4(f))Opening balance
    
    
    
    $
    889,200
    
    
    
    
    $
    
    
    
    
    
    $
    
    
    
    
    
    $
    Camp costs
    
    
    
    
    32,170
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,170Drilling
    
    
    
    
    285,376
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    285,376Environment
    
    
    
    
    3,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,050Geophysical
    
    
    
    
    179,535
    
    
    
    
    
    11,802
    
    
    
    
    
    
    
    
    
    
    
    191,337Geochemical
    
    
    
    
    5,062
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,062Geology
    
    
    
    
    1,693,006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,693,006Exploration
    
    
    
    
    
    
    
    
    
    
    716,190
    
    
    
    
    
    
    
    
    
    
    
    716,190Staking
    
    
    
    
    4,080
    
    
    
    
    
    81,950
    
    
    
    
    
    
    
    
    
    
    
    86,030Acquisition
costs
    
    
    
    
    83,270
    
    
    
    
    
    97,084
    
    
    
    
    
    
    
    
    
    
    
    180,354Professional
fees
    
    
    
    
    1,658
    
    
    
    
    
    56,806
    
    
    
    
    
    
    
    
    
    
    
    58,464Survey costs
    
    
    
    
    63,435
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,435Administration
    
    
    
    
    14,170
    
    
    
    
    
    4,023
    
    
    
    
    
    
    
    
    
    
    
    18,193Interest income
    
    
    
    
    (254,849
    )
    
    
    
    
    (78,655
    )
    
    
    
    
    
    
    
    
    
    
    (333,504
    )Activity during the
      period
    
    
    
    
    2,109,963
    
    
    
    
    
    889,200
    
    
    
    
    
    
    
    
    
    
    
    2,999,163Closing balance
    
    
    
    $
    2,999,163
    
    
    
    
    $
    889,200
    
    
    
    
    $
    
    
    
    
    
    $
    2,999,163


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

8



---

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



For the periods ended December
      31,
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    Cumulative from inceptionDaniel
      Lake Uranium Project, Canada (Note 4(g))Opening balance
    
    
    
    $
    
    
    
    
    
    $
    
    
    
    
    
    $
    
    
    
    
    
    $
    Staking
    
    
    
    
    40,260
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,260Professional
fees
    
    
    
    
    2,785
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,785Acquisition
costs
    
    
    
    
    127,754
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    127,754Survey costs
    
    
    
    
    219,605
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    219,605Geophysical
    
    
    
    
    4,220
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,220Geochemistry
    
    
    
    
    760
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    760Geology
    
    
    
    
    8,018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,018Administration
    
    
    
    
    1,188
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,188Interest income
    
    
    
    
    (54,286
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54,286
    )Activity during the
      period
    
    
    
    
    350,304
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,304Closing balance
    
    
    
    $
    350,304
    
    
    
    
    $
    
    
    
    
    
    $
    
    
    
    
    
    $
    350,304TOTAL
    
    
    
    $
    5,339,961
    
    
    
    
    $
    4,187,430
    
    
    
    
    $
    1,075,701
    
    
    
    
    $
    5,339,961


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

9



---

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

For the periods ended
December 31, 2007, 2006 and 2005

1.    NATURE OF
OPERATIONS

NWT Uranium Corp. (formerly
Northwestern Mineral Ventures Inc.) (the Company or NWT) was
incorporated under the laws of the Province of Ontario, Canada by Articles of
Incorporation dated September 26, 2003. The Company, which is in the
development stage as defined by the Canadian Institute of Chartered Accountants
(CICA) Accounting Guideline 11 Enterprises in the Development Stage, is
engaged in the acquisition, exploration and development of mineral resource
properties with a focus on uranium. As of December 31, 2007, the
Company has interests in Canada, Niger and Mexico. The Company is in the process
of exploring its exploration properties for mineral resources and has not
determined whether the properties contain economically recoverable reserves. The
recovery of the amounts shown for the exploration properties and the related
deferred expenditures is dependent upon the existence of economically
recoverable reserves, confirmation of the Companys interest in the underlying
mineral claims, the ability of the Company to obtain necessary financing to
complete the exploration, and upon future profitable production.

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

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

As at December 31, 2007, the
Company had cash of $905,473 (2006  $5,482,407), short-term investments of
$12,318,540 (2006  $9,426,384) and working capital of $10,340,862 (2006 
$14,643,599). Management of the Company believes that it has sufficient funds to
pay its ongoing work commitments, administrative expenses and its liabilities
for the ensuing period as they fall due.

2.    SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

The accounting policies of the Company
are in accordance with Canadian generally accepted accounting principles and
their basis of application is consistent with that of the previous year except
as disclosed below. These policies conform, in all material respects, with
United States generally accepted accounting principles (US GAAP), except as
discussed in Note 13. Outlined below are those policies considered particularly
significant.

Basis of Consolidation

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

10



---

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

For the periods ended
December 31, 2007, 2006 and 2005

2.    SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES(continued)

Investment

Entities which are not controlled and
over which the Company has the ability to exercise significant influence are
accounted for using the equity method. Under this method, the Company recognizes
its share of the investees earnings or losses from operations and its
investment therein is adjusted by a like amount based on the audited financial
statements of the Company. The Company holds a 38.5% investment in Niger Uranium
Limited (Niger Uranium) (See Note 9).

Niger Uranium was incorporated on
May 21, 2007 and has a March 31, 2008 year-end. No audited
financial statements for Niger Uranium have been made available to shareholders
to date. The Company will recognize its share of Niger Uraniums earnings or
losses once the audited financial statements for the March 31, 2008
become available. Niger Uranium trades on the London AIM exchange.

Short Term Investments

Short-term investments are comprised of
highly liquid Canadian dollar denominated guaranteed investment certificates
with terms to maturity of greater than 90 days but not more than one year.
Short-term investments are carried at their fair value and are classified as
held-for-trading. As at December, 31, 2007, short-term investments consisted of
the following items:



Guaranteed Investment
      Certificate, due June 11, 2008, interest rate 
      4.30%
    
    
    
    $
    51,202Guaranteed Investment
      Certificate, due July 26, 2008, interest rate 
      4.40%
    
    
    
    
    12,267,338$
    12,318,540


As at December 31, 2006, the
Company had a $9,426,384 Guaranteed Investment Certificate bearing interest at
4.00% maturing July 10, 2007.

Fixed Assets

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



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


Amortization of incidental assets used
in exploration are capitalized to deferred exploration expenditures.

Interest in Exploration Properties and
Deferred Exploration Expenditures

The Company accounts for exploration
property costs in accordance with the CICA Handbook Section 3061, Property,
plant and equipment (CICA 3061), and abstract EIC 126, Accounting by
Mining Enterprises for Exploration Costs (EIC 126) of the Emerging Issues
Committee.

11



---

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

For the periods ended
December 31, 2007, 2006 and 2005

2.    SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES(continued)

CICA 3061 provides for the
capitalization of acquisition and exploration costs of an exploration property
where such costs are considered to have the characteristics of property, plant
and equipment. EIC 126 provides that a mining enterprise is not precluded from
considering exploration costs to have the characteristics of property, plant and
equipment, when it has not established mineral reserves objectively and
therefore does not have a basis for preparing a projection of the estimated
future net cash flows from the property.

However, EIC 126 references certain
conditions that should be considered in determining subsequent write downs, such
as changes or abandonment of a work program or poor exploration results, and
management reviews such conditions to determine whether a write down of
capitalized costs is required. When the carrying value of a property exceeds its
net recoverable amount, a provision is made for the impairment in value.

Interest in exploration properties and
deferred exploration expenditures are carried at cost, net of government
assistance until they are brought into production, at which time they are
depleted on a unit-of production method based on proven and probable reserves.
Government assistance is recorded when it is more likely than not to be
received. If a property is subsequently determined not to be economic, the
property and related deferred costs are written down to net realizable value.
Other general exploration expenses are charged to operations as incurred. The
cost of exploration properties abandoned or sold and their related deferred
exploration costs are charged to operations at the time of abandonment or
sale.

Costs include the cash consideration
and the fair market value of the shares issued for the acquisition of
exploration properties. The carrying value is reduced by option proceeds
received until such time as the property cost and deferred expenditures are
reduced to nominal amounts. Properties acquired under option agreements or by
joint ventures, whereby payments are made at the sole discretion of the Company,
are recorded in the accounts at the time of payment.

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

Asset Retirement Obligations

The fair values of asset retirement
obligations are recorded as liabilities on a discounted basis when they are
incurred. Amounts recorded for the related assets are increased by the amount of
these obligations. Over time, the liabilities will be accreted for the change in
their present value and the initial capitalized costs will be depleted and
amortized over the useful lives of the related assets. The Company did not have
any asset retirement obligations as at December 31, 2007, 2006 and
2005.

Flow-Through Financing

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

Resource expenditure deductions for
income tax purposes related to exploration and development activities funded by
flow-through share arrangements are renounced to investors in

12



---

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

For the periods ended
December 31, 2007, 2006 and 2005

2.    SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES(continued)

accordance with income tax legislation.
When these expenditures are renounced, temporary taxable differences created by
the renunciation will reduce share capital.

Stock Based Compensation Plan

The Company has a stock option plan
that is described in Note 7. The fair value of any stock options granted to
directors, officers, consultants and employees is recorded as an expense over
the vesting period with a corresponding increase recorded to contributed
surplus. The fair value of the stock based compensation is determined using the
Black-Scholes option pricing model and managements assumptions are disclosed in
Note 7. Upon exercise of the stock options, consideration paid by the option
holder together with the amount previously recognized in contributed surplus is
recorded as an increase to share capital.

Income Taxes

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

Impairment of Long-Lived Assets

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

Income (Loss) Per Common Share

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

Foreign Currency Translation

The Companys functional and reporting
currency is the Canadian dollar. All of the Companys subsidiary operations are
classified as integrated for foreign currency translation purposes. Foreign
currency monetary assets and liabilities are translated at the year-end exchange
rate. Non-monetary

13



---

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

For the periods ended
December 31, 2007, 2006 and 2005

2.    SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES(continued)

assets, as well as revenue and expense
transactions denominated in foreign currencies are translated at the rate
prevailing at the time of the transaction. Translation gains or losses are
recognized in operations for the period in which they occur. Unless otherwise
stated, all amounts are in Canadian dollars.

Measurement Uncertainty

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

Change in Accounting Policies

On January 1, 2007, the
Company adopted CICA Handbook Section 1530, Comprehensive Income, Section
3855, Financial Instruments  Recognition and Measurement, and Section 3865,
Hedges.

Section 1530 establishes standards for
reporting and presenting comprehensive income, which is defined as the change in
equity from transactions and other events from non-owner sources. Other
comprehensive income refers to items recognized in comprehensive income that are
excluded from net income calculated in accordance with Canadian generally
accepted accounting principles.

Section 3865 describes when and how
hedge accounting can be applied as well as the disclosure requirements. Hedge
accounting enables the recording of gains, losses, revenues and expenses from
derivative financial instruments in the same period as for those related to the
hedged item. As at and during the year ended December 31, 2007, the
Company had no hedges.

Section 3855 prescribes when a
financial asset, financial liability or non-financial derivative is to be
recognized on the balance sheet and at what amount, requiring fair value or
cost-based measures under different circumstances. Under Section 3855, financial
instruments must be classified into one of five categories: held-for-trading,
held-to-maturity, loans and receivables, available-for-sale financial assets or
other financial liabilities. All financial instruments, including derivatives,
are measured in the balance sheet at fair value except for loans and
receivables, held to maturity investments and other financial liabilities which
are measured at amortized cost. Subsequent measurement and changes in fair value
will depend on their initial classification, as follows: held-for-trading
financial assets are measured at fair value and changes in fair value are
recognized in net earnings; available-for-sale financial instruments are
measured at fair value with changes in fair value recorded in other
comprehensive income until the investment is derecognized or impaired at which
time the amounts would be recorded in net earnings.

The Company has evaluated the impact of
these Handbook sections on its consolidated financial statements and determined
that no adjustments were required on adoption.

See also Note 13(a) with respect to the
change in accounting policy for U.S. GAAP.

14



---

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

For the periods ended
December 31, 2007, 2006 and 2005

2.    SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES(continued)

Accounting Policy Choice for
Transaction Costs

On June 1, 2007, the Emerging
Issues Committee of the CICA issued Abstract No. 166, Accounting Policy Choice
for Transaction Costs EIC-166. EIC-166 addresses the accounting policy
choice of expensing or adding transaction costs related to the acquisition of
financial assets and financial liabilities that are classified as other than
held-for-trading. Specifically, it requires that the same accounting policy
choice be applied to all similar financial instruments classified as other than
held-for-trading, but permits a different policy choice for financial
instruments that are not similar. The Company has adopted EIC-166 effective
September 30, 2007 and requires retrospective application to all
transaction costs accounted for in accordance with CICA Handbook Section 3855,
Financial Instruments  Recognition and Measurement. The Company has evaluated
the impact of EIC-166 and has determined that no adjustments are currently
required.

Accounting Changes

In July 2006, the Accounting
Standards Board (AcSB) issued a replacement of CICA Handbook Section 1506,
Accounting Changes. The new standard allows for voluntary changes in accounting
policy only when they result in the financial statements providing reliable and
more relevant information, requires changes in accounting policy to be applied
retrospectively unless doing so is impracticable, requires prior period errors
to be corrected retrospectively and calls for enhanced disclosures about the
effects of changes in accounting policies, estimates and errors on the financial
statements. The impact that the adoption of Section 1506 will have on the
Companys results of operations and financial condition will depend on the
nature of future accounting changes.

Future Accounting Pronouncements

On December 1, 2006, the CICA
issued three new accounting standards: Handbook Section 1535, Capital
Disclosures, Handbook Section 3862, Financial Instruments  Disclosures, and
Handbook Section 3863, Financial Instruments  Presentation. These standards are
effective for interim and annual financial statements for the Companys
reporting period beginning on January 1, 2008.

Section 1535 specifies the disclosure
of (i) an entitys objectives, policies and processes for managing capital; (ii)
quantitative data about what the entity regards as capital; (iii) whether the
entity has complied with any capital requirements; and (iv) if it has not
complied, the consequences of such non-compliance.

The new Sections 3862 and 3863 replace
Handbook Section 3861, Financial Instruments  Disclosure and Presentation,
revising and enhancing its disclosure requirements, and carrying forward
unchanged its presentation requirements. These new sections place increased
emphasis on disclosures about the nature and extent of risks arising from
financial instruments and how the entity manages those risks.

The Accounting Standards Board (AcSB)
has amended CICA Handbook section 1400 to include requirements to assess an
entitys ability to continue as a going concern and to disclose material
uncertainties related to events or conditions that may cast doubt upon the
entitys ability to continue as a going concern. The amendment is effective for
interim and annual financial statements beginning on or after
January 1, 2008.

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

15



---

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

For the periods ended
December 31, 2007, 2006 and 2005

2.    SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES(continued)

In January 2006, the CICA
Accounting Standards Board (AcSB) adopted a strategic plan for the direction
of accounting standards in Canada. As part of that plan, accounting standards in
Canada for public companies are expected to converge with International
Financial Reporting Standards (IFRS) by the end of 2011. The Company
continues to monitor and assess the impact of convergence of Canadian GAAP and
IFRS.

3.    FIXED
ASSETS



Cost
    
    
    Accumulated Amortization
    
    
    Net Carrying Value December 31,
      2007
    
    
    Cost
    
    
    Accumulated Amortization
    
    
    Net Carrying Value December 31,
      2006Computer
    equipment
    
    
    
    $
    24,005
    
    
    
    
    $
    10,258
    
    
    
    
    $
    13,747
    
    
    
    
    $
    34,120
    
    
    
    
    $
    6,413
    
    
    
    
    $
    27,707Furniture and
      fixtures
    
    
    
    
    8,290
    
    
    
    
    
    829
    
    
    
    
    
    7,461
    
    
    
    
    
    11,598
    
    
    
    
    
    585
    
    
    
    
    
    11,013Leasehold
      improvements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,283
    
    
    
    
    
    106
    
    
    
    
    
    1,177Field equipment
    
    
    
    
    761,704
    
    
    
    
    
    114,603
    
    
    
    
    
    647,101
    
    
    
    
    
    40,591
    
    
    
    
    
    994
    
    
    
    
    
    39,597Vehicles
    
    
    
    
    9,786
    
    
    
    
    
    1,468
    
    
    
    
    
    8,318
    
    
    
    
    
    78,652
    
    
    
    
    
    14,927
    
    
    
    
    
    63,725$
    803,785
    
    
    
    
    $
    127,158
    
    
    
    
    $
    676,627
    
    
    
    
    $
    166,244
    
    
    
    
    $
    23,025
    
    
    
    
    $
    143,219


|   |                                                                                 
|-- | --------------------------------------------------------------------------------
|4. | INTEREST IN
      EXPLORATION PROPERTIES AND DEFERRED EXPLORATION
  EXPENDITURES

(a)    Bear
Project, Canada

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

| |     |                                                             
| | --- | ------------------------------------------------------------
| | (i) | an initial
      payment to Fronteer of $20,000 cash (paid);

| |      |                                                                                                                                                 
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | completion of
      exploration expenditures by the Company in the amount of $5,000,000 over a
      five-year period ending
September 26, 2008.

| |       |                                                                                                                                                                                                                    
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | annual cash
      payments to Fronteer, commencing on the first year anniversary of the
      Option Agreement of $30,000 (paid), $40,000, $50,000, $60,000 and $70,000
      respectively over a five-year period.

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

16



---

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

For the periods ended
December 31, 2007, 2006 and 2005

|   |                                                                                          
|-- | -----------------------------------------------------------------------------------------
|4. | INTEREST IN
      EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES(continued)

(b)    Picachos
Project, Mexico

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

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

In February 2006, RNC was acquired
by Yamana Gold Inc. (Yamana). NWT and Yamana terminated the option agreement
pertaining to the Picachos Project that was signed between NWT and RNC Gold Inc.
and entered into an Option Agreement on December 22, 2006 whereby NWT
can earn a 70% interest in the property. Under the terms of the agreement, to
earn this 70% interest NWT must incur US$3,000,000 in exploration expenditures
over the three year period ended December 22, 2009, pay US$400,000 in cash
installments, including US$100,000 (paid) on the signing of a definitive option
agreement (signed), and issue 1,000,000 common shares over a three-year period,
including 400,000 shares to be issued within 30 days and which are subject to a
four-month hold period from the issue date (issued, valued at $272,000). The
remaining common shares will be issued in stages and will be subject to all
required regulatory hold periods. On December 6, 2007, 200,000 common
shares (valued at $114,000) were issued and $100,000 was paid to Yamana to
comply with the terms of the agreement.

NWT will act as operator of the
project.

(c)    Waterbury
Project, Canada

On November 9, 2005, the
Company completed a formal option agreement with CanAlaska Ventures Ltd.
(CanAlaska) to acquire up to a 75% ownership interest in nine uranium
claims, collectively called the Waterbury Project, in the eastern Athabasca
Basin, Saskatchewan, Canada. The agreement was subsequently amended on
March 30, 2007. Under the terms of the option agreement, the Company
would pay, in installments, a total of $150,000 ($75,000 paid) to acquire an
initial 50% interest in the Waterbury Project from CanAlaska. In addition,
CanAlaska will receive a 3% net smelter return (NSR) and 300,000 common shares
(100,000 issued in each of years 2005 and 2006, valued at $68,000 and $54,000
respectively) from the Companys treasury to be released in stages. The Company
agreed to spend a minimum of $2 million on the Waterbury Project prior to
April 1, 2008.

17



---

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

For the periods ended
December 31, 2007, 2006 and 2005

|   |                                                                                          
|-- | -----------------------------------------------------------------------------------------
|4. | INTEREST IN
      EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES(continued)

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

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

(d)    Fire Fly
Project, United States

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

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

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

The Companys management team elected
not to proceed with the Firefly Project during the year ended
December 31, 2006 as management believes that other projects have
greater exploration potential. Accordingly, all costs related to the project
have been written off in fiscal 2006.

(e)    Irhazer and
In Gall Projects, Niger

On March 8, 2006, the Company
acquired prospecting permits for two uranium properties, Irhazer and In Gall,
located in the West African country of Niger. The Government of Niger has
entered into a mining convention with the Company for the two uranium properties
for a term of 30 years. The Company has the obligation to expend an
aggregate of US$2.2 million in exploration expenditures on each of the
properties over a period of three years. The Government of Niger is entitled to
a 10% retained interest and up to a 20% participating interest on
production.

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

See Note 9 for Niger Uranium
transaction (Disposition of Irhazer and In Gall Projects).

18



---

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

For the periods ended
December 31, 2007, 2006 and 2005

|   |                                                                                          
|-- | -----------------------------------------------------------------------------------------
|4. | INTEREST IN
      EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES(continued)

(f)    North Rae
Uranium Project, Canada

On March 2, 2006, the Company
signed a letter of agreement to acquire a controlling interest in an uranium
project located in the Ungava Bay region of northern Quebec, Canada from Azimut
Exploration Inc. (Azimut).

The Company finalized the North Rae
Option Agreement with Azimut on January 9, 2007. Under the terms of
the agreement, the Company can earn an initial 50% in the property by incurring
$2.9 million in work expenditures, paying $210,000 cash ($80,000 paid) and
issuing 150,000 common shares (50,000 issued in 2007 valued at $40,500 and
100,000 issued in 2006 valued at $94,000) over the next five years. NWT can
subsequently increase its interest to 65% by making cash payments totaling
$100,000, issuing 100,000 common shares, incurring $1.0 million
($200,000/year) in work expenditures over the next five years and delivering a
bankable feasibility study. Azimut would retain a 2% yellow cake royalty. The
Company is the operator of the project.

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

(g)    Daniel Lake
Uranium Project

On January 24, 2007, the
Company entered into a definitive option agreement with Azimut to expand their
uranium project in the Ungava Bay region of northern Quebec. Under the terms of
the agreement, NWT will acquire controlling interest in a second property that
is contiguous with its North Rae Uranium Project disclosed in Note 4(f).

Under the terms of the definitive
option agreement, NWT will pay $230,000 in cash installments over a four-year
period and issue 200,000 common shares (100,000 common shares issued and valued
at $75,000). An initial payment of $50,000 was due within 15 days of the option
agreement (paid) and $30,000 is payable upon the first anniversary of the option
agreement. NWT will also spend a total of $2.6 million in exploration
expenditures on the property in tranches over five years, of which the Company
has committed to incur expenditures of $300,000 during the first year of the
agreement ($227,000 incurred in fiscal 2007) to earn an initial 50% interest in
the project from Azimut, at which stage Azimut would retain a 2% yellow cake
royalty. Shares will be issued in two stages with 100,000 common shares to
be issued upon the first anniversary of the option agreement (subject in each
case to TSX Venture Exchange approval). Shares are subject to all required
regulatory hold periods. NWT can subsequently increase its ownership to 65% by
issuing an additional 100,000 common shares and paying an additional $150,000 in
cash over an additional five years. To earn its 65% interest, NWT must also
incur a minimum additional $1.0 million in exploration expenditures over
five years and produce a bankable feasibility study during the five-year period,
subject to extension in certain circumstances. In the event NWT does not elect
to increase its interest in the property up to 65% once it has fully exercised
its 50% option, it shall pay Azimut a final cash payment of $100,000.

Annual budgets approved by the Company
and Azimut represent firm commitments by the Company in order to maintain the
property option agreement in good standing. See Note 15(b).

Subsequent to
December 31, 2007, 100,000 common shares valued at $59,000 were issued
to Azimut to comply with the definitive option agreement.

19



---

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

For the periods ended
December 31, 2007, 2006 and 2005

5.    SHARE
CAPITAL

a)    Authorized

Unlimited number of common
shares.

b)    Issued and
outstanding

On May 5, 2006, the Company
completed a private placement financing of 21,144,027 units for gross proceeds
of $17,972,423. Each unit (priced at $0.85 per unit) consists of one common
share and one half of one common share purchase warrant. Each whole warrant
entitles the holder to purchase one additional common share of the Company at a
price of $1.15 until either (i) May 5, 2008; or (ii) in the event that
the common shares of Northwestern commence trading on either Tier 1 of the
TSX Venture Exchange or the Toronto Stock Exchange prior to
May 5, 2008, then May 5, 2011. In addition, NWT also granted
the agents to the financing an option to purchase up to 5,882,353 additional
units at $0.85 per unit that expire on the date that is the earlier of 30 days
following the closing date of the private placement and June 5, 2006.
The option to purchase the additional units expired unexercised.

In fiscal 2006, NWT issued 31,818
broker warrants exercisable at $0.70 per share on or before
December 21, 2006.

On closing, NWT paid the agents an
aggregate cash commission of $1,258,070 and issued 1,480,082 broker warrants.
Each broker warrant is exercisable into one common share at a price of $1.15
until November 5, 2007. Other cash costs related to the private
placement amounted to $175,994.

The warrants and broker warrants issued
in 2006 were valued using the Black-Scholes option-pricing model. The
assumptions used for the valuation were:

| |     |                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Warrants issued
      on private placement: expected dividend yield  0%; expected volatility
       100%; risk-free interest rate  4.3%; and an expected life  2
      years. The value assigned to 10,572,013 warrants was $3,653,500 less issue
      costs of $514,600.

| |     |                                                                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Broker warrants
      issued on private placement: expected dividend yield  0%; expected
      volatility  100%; risk-free interest rate  4.3%; and an expected life 
      18 months. The value assigned to 1,480,082 broker warrants was
      $762,800.

| |     |                                                                                                                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | Broker warrants
      issued on private placement: expected dividend yield  0%, expected
      volatility 79.6%, risk-free interest rate 3.96% and an expected life  12
      months. The value assigned to 31,818 broker warrants was
  $7,414.

20



---

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

For the periods ended
December 31, 2007, 2006 and 2005

6.    COMMON SHARE
PURCHASE WARRANTS AND BROKER WARRANTS

The following table represents a
continuity of warrants for the years ended December 31, 2007 and
2006:



Expiry Date
    
    
    Exercise Price
    
    
    January 1, 2007 Balance
    
    
    Issued
    
    
    Exercised
    
    
    Expired
    
    
    December 31,
      2007 Balance
    
    
    December 31,
      2007 Fair Value($)WarrantsDecember 21, 2007
      (*)
    
    
    
    $
    0.70
    
    
    
    
    
    454,543
    
    
    
    
    
    
    
    
    
    
    
    (409,089
    )
    
    
    
    
    (45,454
    )
    
    
    
    
    
    
    
    
    
    
    May 5, 2008
    
    
    
    $
    1.15
    
    
    
    
    
    10,572,013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,572,013
    
    
    
    
    
    3,138,90011,026,556
    
    
    
    
    
    
    
    
    
    
    
    (409,089
    )
    
    
    
    
    (45,454
    )
    
    
    
    
    10,572,013
    
    
    
    
    
    3,138,900Broker
      Warrants November 5, 2007
    
    
    
    $
    1.15
    
    
    
    
    
    1,480,082
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,480,082
    )
    
    
    
    
    
    
    
    
    
    
    12,506,638
    
    
    
    
    
    
    
    
    
    
    
    (409,089
    )
    
    
    
    
    (1,525,536
    )
    
    
    
    
    10,572,013
    
    
    
    
    
    3,138,900




Expiry Date
    
    
    Exercise Price
    
    
    January 1, 2006 Balance
    
    
    Issued
    
    
    Exercised
    
    
    Expired
    
    
    December 31,
      2006 Balance
    
    
    December 31,
      2006 Closing Black-Scholes Value ($)WarrantsApril 15, 2006
    
    
    
    $
    0
    .475
    
    
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    (500,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    April 15, 2006
    
    
    
    $
    0
    .35
    
    
    
    
    
    63,000
    
    
    
    
    
    
    
    
    
    
    
    (63,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    June 3, 2006
    
    
    
    $
    0
    .475
    
    
    
    
    
    949,500
    
    
    
    
    
    
    
    
    
    
    
    (933,000
    )
    
    
    
    
    (16,500
    )
    
    
    
    
    
    
    
    
    
    
    July 27, 2006
    
    
    
    $
    0
    .465
    
    
    
    
    
    1,333,334
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,333,334
    )
    
    
    
    
    
    
    
    
    
    
    December 21, 2007
      (*)
    
    
    
    $
    0
    .70
    
    
    
    
    
    454,543
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    454,543
    
    
    
    
    
    48,282May 5, 2008
    
    
    
    $
    1
    .15
    
    
    
    
    
    
    
    
    
    
    
    10,572,013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,572,013
    
    
    
    
    
    3,138,9003,300,377
    
    
    
    
    
    10,572,013
    
    
    
    
    
    (1,496,000
    )
    
    
    
    
    (1,349,834
    )
    
    
    
    
    11,026,556
    
    
    
    
    
    3,187,182Broker
      WarrantsDecember 21, 2006
    
    
    
    $
    0
    .55
    
    
    
    
    
    63,636
    
    
    
    
    
    
    
    
    
    
    
    (63,636
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 21, 2006
    
    
    
    $
    0
    .70
    
    
    
    
    
    
    
    
    
    
    
    31,818
    
    
    
    
    
    
    
    
    
    
    
    (31,818
    )
    
    
    
    
    
    
    
    
    
    
    November 5, 2007
    
    
    
    $
    1
    .15
    
    
    
    
    
    
    
    
    
    
    
    1,480,082
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,480,082
    
    
    
    
    
    762,80063,636
    
    
    
    
    
    1,511,900
    
    
    
    
    
    (63,636
    )
    
    
    
    
    (31,818
    )
    
    
    
    
    1,480,082
    
    
    
    
    
    762,8003,364,013
    
    
    
    
    
    12,083,913
    
    
    
    
    
    (1,559,636
    )
    
    
    
    
    (1,381,652
    )
    
    
    
    
    12,506,638
    
    
    
    
    
    3,949,982


|
|
|
|

|(*) | The
      term of the share purchase warrants that were issued in connection with a
      private placement that closed on December 21, 2005, was extended
      from December 21, 2006 to
  December 21, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7.    STOCK
OPTIONS

The Company has a stock option plan for
the purchase of common shares for its directors, officers, employees and other
service providers. The aggregate number of common shares reserved for issuance
under the stock option plan is the lesser of 7,200,000 common shares and 10% of
the issued and outstanding common shares of the Company. The options are
non-assignable and non-transferable and may be granted for a term not exceeding
five years. The exercise price of the options is fixed by

21



---

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

For the periods ended
December 31, 2007, 2006 and 2005

7.    STOCK
OPTIONS(continued)

the board of directors of the Company
at the time of grant, subject to all applicable regulatory requirements. The
following table represents a continuity of stock options for the years ended
December 31, 2007 and 2006:



Number of Stock Options
    
    
    Weighted Average Exercise Price $Balance,
      December 31, 2005
    
    
    
    
    3,900,000
    
    
    
    
    
    0.526Options granted(1)
    
    
    
    
    1,300,000
    
    
    
    
    
    0.645Options
exercised
    
    
    
    
    (920,000
    )
    
    
    
    
    0.297Options
cancelled
    
    
    
    
    (700,000
    )
    
    
    
    
    0.516Balance,
      December 31, 2006
    
    
    
    
    3,580,000
    
    
    
    
    
    0.630




Number of Stock Options
    
    
    Weighted Average Exercise Price $Balance,
      December 31, 2006
    
    
    
    
    3,580,000
    
    
    
    
    
    0.630Options granted(2)(3)(4)(5)(6)(7)(8)(9)(10)
    
    
    
    
    1,375,000
    
    
    
    
    
    0.835Options
exercised
    
    
    
    
    (782,500
    )
    
    
    
    
    0.408Options
cancelled
    
    
    
    
    (412,500
    )
    
    
    
    
    0.535Ending Balance
    
    
    
    
    3,760,000
    
    
    
    
    
    0.762


|
|
|
|

|(1) | During 2006, 1,300,000 stock
      options were granted to consultants, directors and employees of the
      Company. The following weighted average assumptions were used under the
      Black-Scholes option-pricing model:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Expected dividend yield
    
    
    
    
    0
    %Expected
    volatility
    
    
    
    
    97
    %Risk-free interest
      rate
    
    
    
    
    4.17
    %Expected life
    
    
    5
  years


These stock options have vesting terms
as follows:

950,000 stock options vested
immediately at the date of grant and the remaining 350,000 stock options vest in
four equal tranches every 6 months. For the year ended
December 31, 2006, stock-based compensation relating to these options
was $543,945.

For the year ended
December 31, 2006, $602,199 in stock based compensation from
previously issued stock options was charged to operations.

|(2) | On
      January 1, 2007, the Company granted 250,000 incentive stock
      options to a consultant, pursuant to the Companys Stock Option Plan, at
      an exercise price of $0.84 per share. The options are exercisable for a
      period of five years. The fair value of each option was estimated on the
      date of grant using the Black-Scholes option pricing model with the
      following assumptions: expected dividend yield of 0%; expected volatility
      of 84%; risk-free interest rate of
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22



---

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

For the periods ended
December 31, 2007, 2006 and 2005

7.    STOCK
OPTIONS(continued)

| | 3.90%
      and an expected average life of 3.5 years. The estimated value of $125,750
      will be classified as stock based compensation and credited to contributed
      surplus as the options vest. The options vest over a two-year period. For
      the year ended December 31, 2007, the Company recorded
      stock-based compensation of $97,518 relating to these
  options.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | On
      April 17, 2007, Primoris Group Inc. was granted an option to
      purchase an additional 200,000 common shares of the Company at an
      exercise price of $0.81 per share for a period of up to five years,
      expiring April 17, 2012. The options will vest in tranches over
      12 months, with no more than 25% vesting in any single three-month period.
      The fair value of each option was estimated on the date of grant using the
      Black-Scholes option pricing model with the following assumptions:
      expected dividend yield of 0%; expected volatility of 81%; risk-free
      interest rate of 3.90% and an expected average life of 3.5 years. The
      estimated value of $94,600 will be classified as stock based compensation
      and credited to contributed surplus as the options vest. For the year
      ended December 31, 2007, the Company recorded stock-based
      compensation of $86,388 relating to these
options.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | On
      April 30, 2007, 100,000 stock options were granted to an officer
      of the Company who subsequently resigned in fiscal 2007, each such option
      entitling the holder thereof to acquire one common share of the Company at
      an exercise price of $0.77. The options will vest in stages over two years
      and expire on April 30, 2012. The fair value of each option was
      estimated on the date of grant using the Black-Scholes option pricing
      model with the following assumptions: expected dividend yield of 0%;
      expected volatility of 81%; risk-free interest rate of 3.90% and an
      expected average life of 3.5 years. The estimated value of $44,900 was not
      charged to stock based compensation and credited to contributed surplus as
      the options did not vest.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | On
      May 8, 2007, 25,000 stock options were granted to an employee of
      the Company who subsequently resigned in fiscal 2007, each such option
      entitling the holder thereof to acquire one common share of the Company at
      an exercise price of $0.85. The options will vest in stages over two years
      and expire on May 8, 2012. The fair value of each option was
      estimated on the date of grant using the Black-Scholes option pricing
      model with the following assumptions: expected dividend yield of 0%;
      expected volatility of 81%; risk-free interest rate of 4.16% and an
      expected average life of 3.5 years. The estimated value of $12,350 will be
      classified as stock based compensation and credited to contributed surplus
      as the options vest. For the year ended December 31, 2007, the
      Company recorded stock-based compensation of $3,077 relating to these
      options.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6) | On
      June 4, 2007, an aggregate of 200,000 stock options were granted
      to a director and consultant (100,000 stock options each) of the Company,
      each such option entitling the holder thereof to acquire one common share
      of the Company at an exercise price of $0.72. The options will vest in
      stages over two years and expire on June 4, 2012. The fair value
      of each option was estimated on the date of grant using the Black-Scholes
      option pricing model with the following assumptions: expected dividend
      yield of 0%; expected volatility of 81%; risk-free interest rate of 4.55%
      and an expected average life of 3.5 years. The estimated value of $84,600
      will be classified as stock based compensation and credited to contributed
      surplus as the options vest. For the year ended
      December 31, 2007, the Company recorded stock-based compensation
      of $36,425 relating to these options.

23



---

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

For the periods ended
December 31, 2007, 2006 and 2005

7.    STOCK
OPTIONS(continued)

|(7) | On
      July 4, 2007, an aggregate of 200,000 stock options were granted
      to a director of the Company, each such option entitling the holder
      thereof to acquire one common share of the Company at an exercise price of
      $1.03. The options will vest in stages over two years and expire on
      July 4, 2012. The fair value of each option was estimated on the
      date of grant using the Black-Scholes option pricing model with the
      following assumptions: expected dividend yield of 0%; expected volatility
      of 82%; risk-free interest rate of 4.60% and an expected average life of
      3.5 years. The estimated value of $116,000 will be classified as
      stock based compensation and credited to contributed surplus as the
      options vest. For the year ended December 31, 2007, the impact
      on income was $60,417.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(8) | On
      July 16, 2007, an aggregate of 250,000 stock options were
      granted to a officer of the Company, each such option entitling the holder
      thereof to acquire one common share of the Company at an exercise price of
      $0.91. The options will vest in stages over two years and expire on
      July 16, 2012. The fair value of each option was estimated on
      the date of grant using the Black-Scholes option pricing model with the
      following assumptions: expected dividend yield of 0%; expected volatility
      of 82%; risk-free interest rate of 4.63% and an expected average life of
      3.5 years. The estimated value of $128,250 will be classified as stock
      based compensation and credited to contributed surplus as the options
      vest. For the year ended December 31, 2007, the Company recorded
      stock-based compensation of $61,230 relating to these
  options.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(9) | On
      August 28, 2007, an aggregate of 100,000 stock options were
      granted to a director of the Company, each such option entitling the
      holder thereof to acquire one common share of the Company at an exercise
      price of $0.71. The options will vest in stages over two years and expire
      on August 28, 2012. The fair value of each option was estimated
      on the date of grant using the Black-Scholes option pricing model with the
      following assumptions: expected dividend yield of 0%; expected volatility
      of 82%; risk-free interest rate of 4.19% and an expected average life of
      3.5 years. The estimated value of $40,400 will be classified as stock
      based compensation and credited to contributed surplus as the options
      vest. For the year ended December 31, 2007, the Company recorded
      stock-based compensation of $14,027.

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | On
      October 12, 2007, an aggregate of 50,000 stock options were
      granted to a employee of the Company, who resigned in fiscal 2008, each
      such option entitling the holder thereof to acquire one common share of
      the Company at an exercise price of $0.58. The options expire
      October 12, 2012. The options were cancelled in fiscal 2008
      prior to meeting the vesting requirements. As a result, no fair market
      value was assigned to the stock options and no stock-base compensation was
      recorded for the year ended
  December 31, 2007.

24



---

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

For the periods ended
December 31, 2007, 2006 and 2005

7.    STOCK
OPTIONS(continued)

As at December 31, 2007, the
Company had the following stock options outstanding:



Number of Options
    
    
    Exercisable Options
    
    
    Exercise Price ($)
    
    
    Expiry Date80,000
    
    
    
    
    
    80,000
    
    
    
    
    
    0.47
    
    
    
    August 2, 20081,780,000
    
    
    
    
    
    1,780,000
    
    
    
    
    
    0.75
    
    
    
    October 14, 2010650,000
    
    
    
    
    
    650,000
    
    
    
    
    
    0.68
    
    
    
    May 25, 2011250,000
    
    
    
    
    
    125,000
    
    
    
    
    
    0.84
    
    
    
    January 1, 2012200,000
    
    
    
    
    
    100,000
    
    
    
    
    
    0.81
    
    
    
    April 17, 2012200,000
    
    
    
    
    
    50,000
    
    
    
    
    
    0.72
    
    
    
    June 4, 2012200,000
    
    
    
    
    
    
    
    
    
    
    
    1.03
    
    
    
    July 4, 2012250,000
    
    
    
    
    
    
    
    
    
    
    
    0.91
    
    
    
    July 16, 2012100,000
    
    
    
    
    
    
    
    
    
    
    
    0.71
    
    
    
    August 28, 201250,000
    
    
    
    
    
    
    
    
    
    
    
    0.58
    
    
    
    October 12, 20123,760,000
    
    
    
    
    
    2,785,000


|   |                                 
|-- | --------------------------------
|8. | RELATED PARTY
      TRANSACTIONS

The Company incurred $388,767 in fiscal
2007 (2006  $556,633; 2005  $129,183) for consulting and directors fees
rendered by directors and officers of the Company. $10,290 (2006 and 2005 
$Nil) of the directors fees was charged to Niger Uranium Limited, $55,649 (2006
and 2005  $Nil) of the consulting fees was allocated to deferred exploration
expenditures and the remaining $322,828 (2006  $556,633; 2005 
$129,183) was expensed in the statement of operations. Included in accounts
payable and accrued liabilities at December 31, 2007 is $10,769 (2006
 $52,911) owing to these related parties.

During the year ended
December 31, 2007, a total of $576,133 (2006 and 2005  $Nil) was
charged to Niger Uranium Limited for expenditures incurred and management fees
paid in relation to the In Gall and Irhazer properties. As at
December 31, 2007, $576,133 (2006  $Nil) was receivable from Niger
Uranium Limited. The Company holds a significant interest in Niger Uranium
Limited and a director and an officer who is also a director of the Company are
also directors of Niger Uranium Limited (See Note 9).

Included in amounts receivable and
prepaid expenses is $32,239 (2006  $Nil) owing from a corporation with
directors and officers in common with the Company for certain expenditures paid
by the Company on behalf of this corporation.

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

See Note 4(b) with respect to certain
officers and directors of the Company being directors of RNC Gold Inc.

25



---

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

For the periods ended
December 31, 2007, 2006 and 2005

9.    NIGER URANIUM
LIMITED TRANSACTION

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

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

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

On August 1, 2007, Niger
Uranium completed a private placement to raise gross proceeds of US$19 million
(Cdn$20,244,500, 9,515,000 UK pound sterling), with Haywood Securities (UK) Ltd.
as agent. In the financing, Niger Uranium issued 19,090,000 shares at a price of
0.50 UK pound sterling (Cdn$1.07) per share. Cash commission of 6% was paid on
gross proceeds together with 1,145,400 broker warrants, each entitling the
holder to acquire shares of Niger Uranium at a price of 0.50 UK pound
sterling (Cdn$1.07) per share for a period of two years.

On closing, the private placees held a
total of 23% of Niger Uranium consisting of 19,090,000 shares. NWT
maintains a 38.5% interest consisting of 31,955,000 shares. UraMins
38.5% equity stake, which consists of 31,955,000 shares, has been
distributed to the original shareholders of Uramin due to the purchase of Uramin
by Areva NC. As at December 31, 2007, Niger Uranium has a total of
83,000,000 shares issued and outstanding.

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

Consideration received:



Cash
    
    
    
    $
    4,800,00031,955,000 Niger Uranium Limited
      common shares
    
    
    
    
    15,982,500Total sale price
    
    
    
    $
    20,782,500


26



---

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

For the periods ended
December 31, 2007, 2006 and 2005

9.    NIGER URANIUM
LIMITED TRANSACTION(continued)

Details of the net assets sold are
summarized below:



Fixed assets, net
    
    
    
    $
    191,995Interest in exploration
      properties and deferred exploration properties  Irhazer and In Gall
      Projects, Niger
    
    
    
    
    1,330,497$
    1,522,492Gain on disposition of Irhazer
      and In Gall Projects, Niger
    
    
    
    $
    19,260,008


Niger Uranium was listed on AIM
effective September 12, 2007 and released unaudited interim financial
statements for the period from inception (May 21, 2007) to
September 30, 2007 prepared in accordance with International Financial
Reporting Standards. Niger Uranium reported a loss of US$3.048 million for this
period. As Niger Uraniums first fiscal year ended March 31, 2008 and
audited financial statements have not been released to shareholders at this
time, NWT will record its share of the losses of Niger Uranium at the time
audited financial statements become available.

See also Note 16(c).

10.    FUTURE
INCOME TAX

The following table reconciles the
expected income tax recovery at the statutory income tax rate of 34% (2006 
36%; 2005  36%) to the amounts recognized in the statements of
operations:



For the years ended
      December 31,
    
    
    2007
    
    
    2006
    
    
    2005Income (loss) before
      taxes
    
    
    
    $
    15,410,918
    
    
    
    
    $
    (2,790,340
    )
    
    
    
    $
    (1,825,274
    )Expected income tax (recovery) at
      statutory rate
    
    
    
    
    5,239,700
    
    
    
    
    
    (1,004,500
    )
    
    
    
    
    (657,100
    )Share issue
costs
    
    
    
    
    
    
    
    
    
    
    (516,300
    )
    
    
    
    
    (37,800
    )Mineral properties and deferred
      exploration expenditures written-off
    
    
    
    
    
    
    
    
    
    
    75,100
    
    
    
    
    
    216,800Stock based
      compensation
    
    
    
    
    122,100
    
    
    
    
    
    412,600
    
    
    
    
    
    177,600Exploration
    overhead
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000Change in tax
    rate
    
    
    
    
    (190,066
    )
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    87,200
    
    
    
    
    
    (35,156
    )
    
    
    
    
    4,300Change in valuation
      allowance
    
    
    
    
    (1,593,400
    )
    
    
    
    
    699,400
    
    
    
    
    
    176,000Provision for income tax
    
    
    
    $
    3,665,534
    
    
    
    
    $
    (368,856
    )
    
    
    
    $
    (45,200
    )


27



---

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

For the periods ended
December 31, 2007, 2006 and 2005

10.    FUTURE
INCOME TAX(continued)

The following table reflects the future
income tax assets and liabilities at December 31, 2007 and
2006:



2007
    
    
    2006Future income tax assets
      (liabilities):Non-capital
    losses
    
    
    
    $
    
    
    
    
    
    $
    730,000Exploration
      properties
    
    
    
    
    (657,400
    )
    
    
    
    
    354,400Share issue
costs
    
    
    
    
    308,400
    
    
    
    
    
    500,700Fixed assets
    
    
    
    
    (4,400
    )
    
    
    
    
    8,300(353,400
    )
    
    
    
    
    1,593,400Less: valuation
      allowance
    
    
    
    
    
    
    
    
    
    
    (1,593,400
    )$
    (353,400
    )
    
    
    
    $
    


The Company has unclaimed share issue
costs of approximately $999,000 available to reduce future taxable income. The
Company also has Canadian development expenses of $421,000 and foreign
exploration and development expenditures of $306,000, which under certain
circumstances, may be utilized to reduce taxable income in future years.

The Company believes that it has tax
losses and exploration expenditures in Mexico, which, under certain
circumstances may be used to offset future taxable income. At this time, the
Company cannot reasonably estimate those losses and exploration expenditures and
the resulting future income tax assets. Had these amounts been determinable, a
valuation allowance equal to the total amount of any future income tax assets
would have been recorded to offset any such benefit.

11.    SEGMENTED
INFORMATION

The Companys principal operations are
the acquisition, exploration and development of mineral properties. All
exploration properties are situated in Canada, Mexico and Niger. Cash and
short-term investments of $13,219,118 (2006  $14,906,623) are held in Canadian
chartered banks. $4,895 is held in Niger (2006  $2,168).



December 31,
      2007
    
    
    December 31,
      2006Canada
    
    
    
    $
    17,635,333
    
    
    
    
    $
    16,992,448Mexico
    
    
    
    
    2,129,276
    
    
    
    
    
    1,278,025Niger
    
    
    
    
    16,577,264
    
    
    
    
    
    1,220,233$
    36,341,873
    
    
    
    
    $
    19,490,706


Substantially all of the Companys
operating expenses are incurred in Canada.

12.    FINANCIAL
INSTRUMENTS

Fair Value

Canadian generally accepted accounting
principles require that the Company disclose information about the fair value of
its financial assets and liabilities. Fair value estimates are made at the
balance

28



---

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

For the periods ended
December 31, 2007, 2006 and 2005

12.    FINANCIAL
INSTRUMENTS(continued)

sheet date, based on relevant market
information and information about the financial instrument. These estimates are
subjective in nature and involve uncertainties in significant matters of
judgment and therefore cannot be determined with precision. Changes in
assumptions could significantly affect these estimates.

The carrying amounts of cash,
short-term investments, due from Niger Uranium Limited, amounts receivable, and
accounts payable and accrued liabilities on the balance sheet approximate fair
market value because of the limited term of these instruments.

Foreign Exchange Risk

The Companys financings are in
Canadian dollars. Certain of the Companys acquisition and exploration
expenditures are incurred in United States, Mexican and Niger currencies and are
therefore subject to gains or losses due to fluctuations in these
currencies.

Commodity Price Risk

The ability of the Company to develop
its properties and the future profitability of the Company is directly related
to the market price of certain minerals.

|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|13. | DIFFERENCES
      BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES

These consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
in Canada (Canadian GAAP). The following represents the material adjustments
to the consolidated financial statements as at December 31, 2007 and
2006 and for the years ended December 31, 2007, 2006 and 2005 in order
to conform to accounting principles generally accepted in the United States
(US GAAP).



As at December
    31,
    
    
    2007
    
    
    2006$
    
    
    $AssetsCanadian GAAP
    
    
    
    
    36,341,873
    
    
    
    
    
    19,490,706Exploration properties and
      deferred exploration expenditures (a)
    
    
    
    
    (4,138,093
    )
    
    
    
    
    (3,078,668
    )US GAAP
    
    
    
    
    32,203,780
    
    
    
    
    
    16,412,038Future
      Income TaxesCanadian GAAP
    
    
    
    
    (353,400
    )
    
    
    
    
    Change in tax
    rate
    
    
    
    
    (139,900
    )
    
    
    
    
    Exploration properties and
      deferred exploration expenditures expensed (a)
    
    
    
    
    1,333,500
    
    
    
    
    
    1,057,500Increase in valuation
      allowance
    
    
    
    
    (840,200
    )
    
    
    
    
    (1,057,500
    )US GAAP
    
    
    
    
    
    
    
    
    
    
    


29



---

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

For the periods ended
December 31, 2007, 2006 and 2005

|    |                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------
|13. | DIFFERENCES
      BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES(continued)



As at
      December 31,
    
    
    2007
    
    
    2006
    
    
    2005$
    
    
    $
    
    
    $Capital
      StockCanadian GAAP
    
    
    
    
    19,574,843
    
    
    
    
    
    18,478,026
    
    
    
    
    
    4,329,779Flow through shares
      (b)
    
    
    
    
    247,389
    
    
    
    
    
    247,389
    
    
    
    
    
    (121,467
    )US GAAP
    
    
    
    
    19,822,232
    
    
    
    
    
    18,725,415
    
    
    
    
    
    4,208,312Retained
      earnings (deficit)Canadian GAAP
    
    
    
    
    6,389,269
    
    
    
    
    
    (5,356,115
    )
    
    
    
    
    (2,934,631
    )Cumulative exploration properties
      adjustment (a)
    
    
    
    
    (4,138,093
    )
    
    
    
    
    (3,078,668
    )
    
    
    
    
    (776,386
    )Future income tax
      adjustment
    
    
    
    
    353,400
    
    
    
    
    
    
    
    
    
    
    
    Flow-through
    shares
    
    
    
    
    (247,389
    )
    
    
    
    
    (247,389
    )
    
    
    
    
    (45,200
    )US GAAP
    
    
    
    
    2,357,187
    
    
    
    
    
    (8,682,172
    )
    
    
    
    
    (3,756,217
    )




For
      the periods ended December 31,
    
    
    2007
    
    
    2006
    
    
    2005Statement
      of OperationsNet income (loss) under Canadian
      GAAP
    
    
    
    
    11,745,384
    
    
    
    
    
    (2,421,484
    )
    
    
    
    
    (1,780,074
    )Exploration properties and
      deferred exploration expenditures (a)
    
    
    
    
    (2,166,074
    )
    
    
    
    
    (2,302,282
    )
    
    
    
    
    (97,086
    )Gain on disposition of Irhazer
      and In Gall Projects, Niger
    
    
    
    
    1,106,649
    
    
    
    
    
    
    
    
    
    
    
    Future income
    taxes
    
    
    
    
    353,400
    
    
    
    
    
    
    
    
    
    
    
    Flow-through
    shares
    
    
    
    
    
    
    
    
    
    
    (202,189
    )
    
    
    
    
    (45,200
    )Net loss and comprehensive loss
      under US GAAP
    
    
    
    
    11,039,359
    
    
    
    
    
    (4,925,955
    )
    
    
    
    
    (1,922,360
    )Basic and diluted income (loss)
      per share  US GAAP
    
    
    
    
    0.10
    
    
    
    
    
    (0.05
    )
    
    
    
    
    (0.02
    )Statement
      of Cash FlowsCash flows from operating
      activities under Canadian GAAP
    
    
    
    
    (1,899,550
    )
    
    
    
    
    (1,355,091
    )
    
    
    
    
    (851,997
    )Exploration properties and
      deferred exploration expenditures (a)
    
    
    
    
    (3,694,721
    )
    
    
    
    
    (3,030,498
    
    
    
    
    
    (574,063
    )Cash flows from operating
      activities under US GAAP
    
    
    
    
    (5,594,271
    )
    
    
    
    
    (4,385,589
    )
    
    
    
    
    (1,426,060
    )Cash flows from investing
      activities under Canadian GAAP
    
    
    
    
    (3,283,747
    )
    
    
    
    
    (12,858,160
    )
    
    
    
    
    (707,330
    )Exploration properties and
      deferred exploration expenditures (a)
    
    
    
    
    3,694,721
    
    
    
    
    
    3,030,498
    
    
    
    
    
    574,063Cash flows from investing
      activities under US GAAP
    
    
    
    
    410,974
    
    
    
    
    
    (9,827,662
    )
    
    
    
    
    (133,267
    )


30



---

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

For the periods ended
December 31, 2007, 2006 and 2005

|    |                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------
|13. | DIFFERENCES
      BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES(continued)

(a)    Exploration
Properties and Deferred Exploration Expenditures

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

(a)    Exploration
Properties and Deferred Exploration Expenditures

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

(b)    Flow-through
Shares

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

The Financial Accounting Standards
Board (FASB) staff has taken the view that under SFAS No. 109,
Accounting for Income Taxes, the proceeds from issuance should be allocated
between the offering of shares and the sale of tax benefits. The allocation is
made based on the difference between the quoted price of the existing shares and
the amount the investor pays for the shares. A liability is recognized for
this difference. The liability is reversed, when tax benefits are renounced and
a deferred tax liability is recognized at that time. Income tax expense is the
difference between the amount of deferred tax liability and the liability
recognized on issuance. Under US GAAP, the amounts received from the issuance of
flow-through shares and not yet expended on the related exploration costs are
separately classified as restricted cash. As at December 31, 2007 and
2006, there were no unexpended flow-through funds.

(c)    Income
Taxes

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

31



---

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

For the periods ended
December 31, 2007, 2006 and 2005

|    |                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------
|13. | DIFFERENCES
      BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES(continued)

In July 2006, the FASB issued FIN
48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB
Statement No. 109 (FIN 48). This interpretation provides guidance on the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 prescribes a recognition threshold
and measurement of a tax position taken or expected to be taken in a tax return.
This interpretation also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure, and
transition. Effective January 1, 2007, the Company adopted FIN 48. The
adoption did not result in any adjustment to opening deficit under U.S. GAAP. As
a result of the implementation of FIN 48, the Company did not recognize any
liabilities for unrecognized tax benefits. In the event that the Company
recognizes interest accrued related to unrecognized tax benefits, it will be
recorded in interest expense. Any penalties will be recorded in general and
administrative expense.

The Company is subject to taxation in
Canada and Mexico. The Company is currently open to audit under the statute of
limitations by regulators in Canada for years ended December 31, 2003
through 2007.

(d)    Stock-Based
Employee Compensation

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

(e)    Gain on
Disposition of Irhazer and In Gall Projects, Niger

During the year ended
December 31, 2007, the Company disposed of some of its resource
properties. The gain for US GAAP purposes would be higher than for Canadian
purposes due to the cost base that exists for Canadian purposes as resource
property acquisition costs and exploration costs were capitalized.

(f)    Recent
Accounting Pronouncements

Fair Value Option for Financial Assets
and Financial Liabilities

In February 2007, the FASB issued
SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities including an amendment to FAS 115. This standard permits a company
to choose certain financial assets, financial liabilities and firm commitments
at fair value. The standard is effective for fiscal years beginning after
November 15, 2007. The Company is currently evaluating the impact of
SFAS No. 159 will have on its financial condition and results of
operations.

Business Combinations

In December 2007, the FASB issued
FASB Statement No. 141(R), Business Combinations, which amends SFAS No. 141, and
provides revised guidance for recognizing and measuring identifiable assets and
goodwill acquired, liabilities assumed, and any non-controlling interest in the
acquiree. It also provides disclosure requirements to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. SFAS No. 141(R) is effective for the Companys fiscal

32



---

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

For the periods ended
December 31, 2007, 2006 and 2005

|    |                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------
|13. | DIFFERENCES
      BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES(continued)

year beginning
January 1, 2009 and is to be applied prospectively. The Company is
currently evaluating the potential impact of adopting this statement on the
Companys consolidated financial position, results of operations or cash
flows.

Non-Controlling Interests

In December 2007, the FASB issued
FASB Statement No. 160, Non-controlling Interests in Consolidated Financial
Statements-an amendment of ARB No. 51, which establishes accounting and
reporting standards pertaining to ownership interests in subsidiaries held by
parties other than the parent, the amount of net income attributable to the
parent and to the non-controlling interest, changes in a parents ownership
interest, and the valuation of any retained non-controlling equity investment
when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the non-controlling owners.

SFAS No. 160 is effective for the
Companys fiscal year beginning January 1, 2009. The Company is
currently evaluating the potential impact of adopting this statement on the
Companys consolidated financial position, results of operations or cash
flows.

Fair Value Measurements

In September 2006, the FASB issued
FASB Statement No. 157, Fair Value Measurements (FAS 157), FAS 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. The provisions of FAS 157 are effective for the Companys
fiscal year beginning January 1, 2008. The Company does not expect the
adoption of FAS 157 to have a material impact on the Companys consolidated
financial results.

Accounting
Standards in Canada

See Note 2 for a discussion of future
accounting pronouncements in Canada.

33



---

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

For the periods ended
December 31, 2007, 2006 and 2005

14.    SUPPLEMENTAL
INFORMATION



2007
    
    
    2006
    
    
    2005
    
    
    Cumulative from
inception$
    
    
    $
    
    
    $
    
    
    $Interest paid
    
    
    
    
    920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,899Income taxes
paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants issued for services
      provided
    
    
    
    
    
    
    
    
    
    
    770,214
    
    
    
    
    
    16,127
    
    
    
    
    
    796,736Change in accrued exploration
      expenditures
    
    
    
    
    51,690
    
    
    
    
    
    110,613
    
    
    
    
    
    62,710
    
    
    
    
    
    225,013Change in accrued share issue
      costs
    
    
    
    
    
    
    
    
    
    
    (19,897
    )
    
    
    
    
    19,897
    
    
    
    
    
    Value of shares and options
      issued to acquire exploration properties
    
    
    
    
    229,500
    
    
    
    
    
    521,119
    
    
    
    
    
    182,000
    
    
    
    
    
    932,619Change in accrued capitalized
      interest
    
    
    
    
    54,324
    
    
    
    
    
    176,384
    
    
    
    
    
    
    
    
    
    
    
    230,708Change in accrued prepaid
      expenditures
    
    
    
    
    (71,973
    )
    
    
    
    
    133,092
    
    
    
    
    
    
    
    
    
    
    
    61,119


15.    COMMITMENTS
AND CONTINGENCIES

| |     |                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | The Company is
      committed to future minimum rentals under a long-term lease for premises,
      which expires in 2012. Minimum rental commitments remaining under this
      lease are approximately $263,295. Minimum rental commitments for
      successive years approximate:



2008
    
    
    
    $
    58,5102009
    
    
    
    
    58,5102010
    
    
    
    
    58,5102011
    
    
    
    
    58,5102012
    
    
    
    
    29,255$
    263,295


The Company is also responsible for
annual realty and operating costs.

| |     |                                                                                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | In
      January 2008, pursuant to the property option agreement described in
      Note 4(g), the Company and Azimut approved a budget of $460,000 to
      $470,000 for the 2008 exploration program for the Daniel Lake property.
      This represents a firm commitment by the
Company.

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

34



---

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

For the periods ended
December 31, 2007, 2006 and 2005

16.    SUBSEQUENT
EVENTS

(a)    Nu-Mex
Uranium Corp. Transaction

On November 19, 2007, Nu-Mex
Uranium Corp. (Nu-Mex) and the Company entered into a letter agreement (the
Letter Agreement) that contemplated the acquisition of NWT by Nu-Mex. The
Letter Agreement required that the two companies enter into a definitive
agreement no later than December 20, 2007. The proposed transaction
was subject to Nu-Mex arranging a financing of not less than $10 million
and up to $25 million, which was to close concurrently with the completion
of the transaction.

Under the terms of the Letter Agreement
the proposed transaction was expected to be effected by way of a statutory plan
of arrangement (the POA) under theBusiness
Corporations Act(Ontario). It was expected that the POA would contemplate the acquisition of all
of the NWT shares, directly or indirectly by Nu-Mex in exchange for Nu-Mex
shares.

The Letter Agreement contemplated an
exchange ratio of one third (1/3) of one share of Nu-Mex common stock for
every issued and outstanding common share of NWT. Any outstanding options,
warrants and similar rights to acquire common shares of NWT would be exchanged
for analogous options, warrants and similar rights to acquire common shares of
Nu-Mex at the same exchange ratio.

On December 20, 2007, Nu-Mex
and NWT announced that they had entered into an arrangement agreement (the
Arrangement Agreement) pursuant to which Nu-Mex would acquire 100% of the
securities of NWT through a court-approved plan of arrangement (the
Arrangement). The acquisition would be completed by way of a court-approved
plan of arrangement whereby each NWT common share will be exchanged for
0.40 of a Nu-Mex common share. Any outstanding options and warrants to acquire
common shares of NWT would be exchanged for analogous options and warrants to
acquire common shares of Nu-Mex at the same exchange ratio.

The proposed transaction was subject to
Nu-Mex arranging a financing at a minimum price of US$4.00 per common share for
gross proceeds of not less than US$25,000,000. In addition, the Arrangement was
subject to common shares of Nu-Mex to be issued pursuant to the Arrangement
being listed on the Toronto Stock Exchange or the TSX Venture Exchange.

On February 13, 2008 Nu-Mex
and NWT announced that as a result of market circumstances the companies
mutually agreed to terminate the arrangement. NWT and Nu-Mex signed a
termination and mutual release agreement pursuant to which each party released
the other from all liabilities and obligations relating to the
arrangement.

Legal fees related to review this
proposed transaction amounted to approximately $315,000.

(b)    Azimut
Exploration Inc.

On
December 18, 2007,Azimut Exploration Inc.
(Azimut) delivered a Notice of Default to NWT Uranium Corporation (NWT)
regarding a number of NWTs specific obligations that, in Azimuts opinion, had
not been complied with pursuant to the terms of the North Rae and Daniel Lake
property option agreements (collectively, the Agreements).

The Notice of Default detailed NWTs
failure to fulfill certain of its obligations as operator, including its failure
to allow Azimut timely access to factual technical data, maps and reports,

35



---

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

For the periods ended
December 31, 2007, 2006 and 2005

16.    SUBSEQUENT
EVENTS(continued)

including a series of databases
relating to exploration programs carried out on the properties, and its failure
to deliver to Azimut ten overdue quarterly reports pertaining to its operations
on the projects.

In the Notice of Default, Azimut also
expressed serious concerns regarding specific aspects of NWTs management of the
operations and the persistent failure of NWT to disclose material facts to
Azimut in order to substantiate public releases of technical information.

In accordance with the provisions of
the Agreements, NWT had sixty days from the Notice of Default to fully remedy
its default on each of the Agreements. For each instance of non-compliance,
such agreement shall automatically terminate following the expiry of said
sixty-day period.

On February 1, 2008, NWT
delivered a notice to Azimut in response to Azimuts Notice of Default. The
notice provided by NWT advised Azimut that all alleged defaults were without
merit or had been resolved in any event by issuance of the curative notice. The
Option Agreements provide that no termination will occur provided such a notice
is delivered within 60 days of the Notice of Default. NWT was of the opinion
that the Option Agreements remain in good standing.

On February 12, 2008, Azimut
announced that it considered that NWT had cured its default in respect of the
North Rae and Daniel Lake properties after examination by Azimut of the
extensive documentation and data submitted by NWT with its Curative Notice,
Azimut considers that NWT has now satisfied its obligations.

(c)    Niger
Uranium Investment in Kalahari Minerals PLC

On March 20, 2008, Niger
Uranium (See Note 9) agreed to acquire up to 27,680,000 shares of Kalahari
Minerals PLC (Kalahari), an AIM listed corporation with assets in
Namibia, which would represent 17.5% of Kalahari, upon completion of a Kalahari
private placement. The purchase price is 12,400,000 pounds sterling
($24.96 million), satisfied through a cash payment of 7,470,000 pounds
sterling ($15 million) from Niger Uraniums existing cash balances, and the
issuance of 17,000,000 Niger Uranium shares from treasury. This share issuance
subsequently dilutes NWTs stake in Niger Uranium to approximately
32%.

As a result, NWT would have an indirect
interest in Kalahari of approximately 5.6%. Kalaharis principal asset is a
36.2% interest in Extract Resources Limited, which trades on the Australian
Stock Exchange (ASX) and has uranium exploration licenses in Namibia. NWTs
subsequent interest in Extract is calculated at 2.0%. In addition to its
holdings in Extract, Kalahari has property interests in the Dordabis and Witvlei
copper exploration properties, located in Namibias Kalahari copper belt.

(d)    Daniel Lake
Exploration Program

See Notes 4(g) and 15(b).

36



---





NWT URANIUM CORP.(AN EXPLORATION STAGE COMPANY)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2009

(UNAUDITED)



---

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying unaudited interim consolidated financial statements of NWT Uranium Corp. (an exploration stage company) were prepared by management in accordance with Canadian generally accepted accounting principles. The most significant of these
accounting principles have been set out in the December 31, 2008 audited consolidated financial statements. Only changes in accounting policies have been disclosed in these unaudited interim consolidated financial statements. Management acknowledges
responsibility for the preparation and presentation of the unaudited interim consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are
appropriate to the Company's circumstances.

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

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

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

NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the unaudited interim consolidated financial statements, they must be accompanied by a notice indicating that the consolidated financial
statements have not been reviewed by an auditor.

The accompanying unaudited interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these unaudited interim consolidated financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial
statements by an entity's auditor.

---



|NWT URANIUM CORP.                                              |   |            |  |   |              | 
|-------------------------------------------------------------- | - | ---------- |  | - | ------------ | 
|(AN EXPLORATION STAGE COMPANY)                                 |   |            |  |   |              | 
|Interim Consolidated Balance Sheets                            |   |            |  |   |              | 
|(Expressed in Canadian Dollars)                                |   |            |  |   |              | 
|(Unaudited)                                                    |   |            |  |   |              | 
|                                                               |   | March 31,  |  |   | December 31, | 
|                                                               |   | 2009       |  |   | 2008         | 
|                                                               |   |            |  |   |              | 
|Assets                                                         |   |            |  |   |              | 
|Current                                                        |   |            |  |   |              | 
|Cash                                                           | $ | 6,895,430  |  | $ | 7,434,502    | 
|Short term investments                                         |   | 52,975     |  |   | 52,724       | 
|Amounts
      receivable and prepaid expenses                  |   | 1,903,387  |  |   | 2,105,105    | 
|Income taxes recoverable                                       |   | 910,965    |  |   | 910,965      | 
|                                                               |   |            |  |   |              | 
|                                                               |   | 9,762,757  |  |   | 10,503,296   | 
|Property expenditure advances                                  |   | 34,154     |  |   | 34,154       | 
|Fixed assets (Note 5)                                          |   | 447,121    |  |   | 482,811      | 
|Investment in Niger Uranium Limited                            |   | 15,775,323 |  |   | 3,107,920    | 
|Interest in exploration properties and                         |   |            |  |   |              | 
|deferred exploration
      expenditures (Note 6 and statement) |   | 4,127,899  |  |   | 3,992,067    | 
|                                                               |   |            |  |   |              | 
|                                                               | $ | 30,147,254 |  | $ | 18,120,248   | 
|                                                               |   |            |  |   |              | 
|Liabilities and Shareholders' Equity                           |   |            |  |   |              | 
|Current                                                        |   |            |  |   |              | 
|Accounts
      payable and accrued liabilities (Note 9)        | $ | 381,977    |  | $ | 413,722      | 
|Future income
      tax liability                              |   | 4,067,719  |  |   | 422,419      | 
|                                                               |   |            |  |   |              | 
|                                                               |   | 4,449,696  |  |   | 836,141      | 
|                                                               |   |            |  |   |              | 
|                                                               |   |            |  |   |              | 
|Shareholders' equity(statement)                                |   | 25,697,558 |  |   | 17,284,107   | 
|                                                               |   |            |  |   |              | 
|                                                               | $ | 30,147,254 |  | $ | 18,120,248   | 



|NATURE OF OPERATIONS
    (Note 1)   |                                         |  | 
|----------------------------------- | --------------------------------------- |  | 
|                                   
|                                   
|APPROVED ON BEHALF OF THE BOARD:    |                                         |  | 
|                                    |                                        
|Signed 'John
      Lynch', Director | Signed ' David
      Subotic', Director

The accompanying notes are an integral part of these unaudited
interim consolidated financial statements.

- 1 -

---



|NWT URANIUM CORP.                                           |   |                    |   |   |              |   |   |                 |  
|----------------------------------------------------------- | - | ------------------ | - | - | ------------ | - | - | --------------- | -
|(AN EXPLORATION STAGE COMPANY)                              |   |                    |   |   |              |   |   |                 |  
|Interim Consolidated Statements of Operations               |   |                    |   |   |              |   |   |                 |  
|(Expressed in Canadian Dollars)                             |   |                    |   |   |              |   |   |                 |  
|(Unaudited)                                                 |   |                    |   |   |              |   |   |                 |  
|                                                            |   |                    |   |   |              |   |   | Cumulative From |  
|                                                            |   | Three Months Ended |   |   | Inception    |  
|                                                            |   | March 31           |   |   | to March 31, |  
|                                                            |   | 2009               |   |   | 2008         |   |   | 2009            |  
|                                                            |   |                    |   |   |              |   |   |                 |  
|Expenses                                                    |   |                    |   |   |              |   |   |                 |  
|Stock based compensation expense
      (Note 8)             | $ | 274,735            |   | $ | 102,236      |   | $ | 3,146,590       |  
|Management and
      administrative services                |   | 87,260             |   |   | 157,248      |   |   | 2,182,845       |  
|Investor relations and promotion                            |   | 7,488              |   |   | 9,415        |   |   | 1,263,315       |  
|Professional
      fees                                     |   | 119,046            |   |   | 213,594      |   |   | 1,928,093       |  
|Office and administration                                   |   | 61,813             |   |   | 50,685       |   |   | 777,903         |  
|Travel expenses                                             |   | 69,874             |   |   | 27,854       |   |   | 516,816         |  
|Shareholders information                                    |   | 2,026              |   |   | 1,138        |   |   | 391,797         |  
|Regulatory fees                                             |   | 8,520              |   |   | 12,044       |   |   | 265,795         |  
|Amortization                                                |   | 35,690             |   |   | 29,907       |   |   | 366,231         |  
|Government fees
      and taxes                             |   | -                  |   |   | 423          |   |   | 34,874          |  
|Foreign exchange (gain) loss                                |   | (26,664            | ) |   | 236          |   |   | 25,271          |  
|                                                            |   |                    |   |   |              |   |   |                 |  
|                                                            |   | 639,788            |   |   | 604,780      |   |   | 10,899,530      |  
|                                                            |   |                    |   |   |              |   |   |                 |  
|                                                            |   |                    |   |   |              |   |   |                 |  
|Net loss for the period before the
      following          |   | (639,788           | ) |   | (604,780     | ) |   | (10,899,530     | )
|Gain on disposition of Irhazer and In Gall Projects, Niger  |   | -                  |   |   | -            |   |   | 19,260,008      |  
|Loss on disposition of fixed assets                         |   | -                  |   |   | -            |   |   | (3,856          | )
|Exploration properties and deferred exploration             |   |                    |   |   |              |   |   |                 |  
|expenditures
      written-off                              |   | -                  |   |   | -            |   |   | (2,450,246      | )
|Strategic Alliance
      fee                                |   | (146,196           | ) |   | -            |   |   | (804,078        | )
|                                                            |   |                    |   |   |              |   |   |                 |  
|Net (loss) income for the period before
      (recovery of) |   |                    |   |   |              |   |   |                 |  
|provision for corporate
      taxes:                        |   | (785,984           | ) |   | (604,780     | ) |   | 5,102,298       |  
|                                                            |   |                    |   |   |              |   |   |                 |  
|(Recovery of) provision for corporate
      taxes           |   |                    |   |   |              |   |   |                 |  
|Current income
      taxes                                  |   | -                  |   |   | (582,705     | ) |   | 2,281,461       |  
|Future income taxes                                         |   | -                  |   |   | 438,500      |   |   | 8,363           |  
|                                                            |   |                    |   |   |              |   |   |                 |  
|                                                            |   | -                  |   |   | (144,205     | ) |   | 2,289,824       |  
|                                                            |   |                    |   |   |              |   |   |                 |  
|Net (loss) income for the period                            | $ | (785,984           | ) | $ | (460,575     | ) | $ | 2,812,474       |  
|                                                            |   |                    |   |   |              |   |   |                 |  
|                                                            |   |                    |   |   |              |   |   |                 |  
|Loss per share - basic and diluted                          | $ | (0.01              | ) | $ | (0.00        | ) |   |                 |  
|                                                            |   |                    |   |   |              |   |   |                 |  
|Weighted average number of common shares - basic            |   | 126,131,342        |   |   | 106,120,353  |   |   |                 |  
|                                                            |   |                    |   |   |              |   |   |                 |  
|Weighted average number of common shares - diluted          |   | 126,131,342        |   |   | 106,120,353  |   |   |                 |  

The accompanying notes are an integral part of these unaudited
interim consolidated financial statements.

- 2 -

---



|NWT URANIUM CORP.                                                    |   |                    |   |   |                 |   |   |                 |  
|-------------------------------------------------------------------- | - | ------------------ | - | - | --------------- | - | - | --------------- | -
|(AN EXPLORATION STAGE COMPANY)                                       |   |                    |   |   |                 |   |   |                 |  
|Interim Consolidated Statements of
      Comprehensive Income (Loss) |   |                    |   |  
|(Expressed in Canadian Dollars)                                      |   |                    |   |   |                 |   |   |                 |  
|(Unaudited)                                                          |   |                    |   |   |                 |   |   |                 |  
|                                                                     |   |                    |   |   |                 |   |   | Cumulative From |  
|                                                                     |   | Three Months Ended |   |   | Inception       |  
|                                                                     |   | March 31           |   |   | to March 31,    |  
|                                                                     |   | 2009               |   |   | 2008            |   |   | 2009            |  
|                                                                     |   |                    |   |   | (Note
      12) |   |   |                 |  
|                                                                     |   |                    |   |   |                 |   |   |                 |  
|Net (loss) income for the period                                     | $ | (785,984           | ) | $ | (460,575        | ) | $ | 2,812,474       |  
|Other comprehensive income (loss):                                   |   |                    |   |   |                 |   |   |                 |  
|Net unrealized gain (loss) on available-for-sale
      investment    |   | 8,924,700          |   |   | (3,710,499      | ) |   | (4,556,029      | )
|                                                                     |   |                    |   |   |                 |   |   |                 |  
|                                                                     | $ | 8,138,716          |   | $ | (4,171,074      | ) | $ | (1,743,555      | )

The accompanying notes are an integral part of these unaudited
interim consolidated financial statements.

- 3 -

---



|NWT URANIUM CORP.                                                |   |                    |   |   |              |   |   |                 |  
|---------------------------------------------------------------- | - | ------------------ | - | - | ------------ | - | - | --------------- | -
|(AN EXPLORATION STAGE COMPANY)                                   |   |                    |   |   |              |   |   |                 |  
|Interim Consolidated Statements of Cash Flows                    |   |                    |   |   |              |   |   |                 |  
|(Expressed in Canadian Dollars)                                  |   |                    |   |   |              |   |   |                 |  
|(Unaudited)                                                      |   |                    |   |   |              |   |   |                 |  
|                                                                 |   |                    |   |   |              |   |   | Cumulative From |  
|                                                                 |   | Three Months Ended |   |   | Inception    |  
|                                                                 |   | March 31           |   |   | to March 31, |  
|                                                                 |   | 2009               |   |   | 2008         |   |   | 2009            |  
|                                                                 |   |                    |   |   |              |   |   |                 |  
|Cash (used in) provided by:                                      |   |                    |   |   |              |   |   |                 |  
|OPERATING ACTIVITIES                                             |   |                    |   |   |              |   |   |                 |  
|Net (loss) income for
      the period                           | $ | (785,984           | ) | $ | (460,575     | ) | $ | 2,812,474       |  
|Stock based compensation expense                                 |   | 274,735            |   |   | 102,236      |   |   | 3,146,590       |  
|Future income taxes                                              |   | -                  |   |   | 438,500      |   |   | 8,363           |  
|Interest income received and
      capitalized                   |   | 10,505             |   |   | -            |   |   | 1,452,075       |  
|Gain on disposition of
      Irhazer and In Gall Projects, Niger |   | -                  |   |   | -            |   |   | (19,260,008     | )
|Loss on disposition of fixed assets                              |   | -                  |   |   | -            |   |   | 3,856           |  
|Amortization                                                     |   | 35,690             |   |   | 29,907       |   |   | 366,231         |  
|Exploration properties and deferred
      exploration            |   |                    |   |   |              |   |   |                 |  
|expenditures written-off                                         |   | -                  |   |   | -            |   |   | 2,450,246       |  
|Changes in non-cash working capital
      items:                 |   |                    |   |   |              |   |   |                 |  
|Amounts receivable and prepaid expenses                          |   | 201,718            |   |   | 148,207      |   |   | (204,325        | )
|Accounts payable and accrued liabilities                         |   | (31,745            | ) |   | (201,583     | ) |   | 133,335         |  
|Income taxes recoverable (payable)                               |   | -                  |   |   | (582,705     | ) |   | (910,965        | )
|                                                                 |   |                    |   |   |              |   |   |                 |  
|                                                                 |   | (295,081           | ) |   | (526,013     | ) |   | (10,002,128     | )
|                                                                 |   |                    |   |   |              |   |   |                 |  
|FINANCING ACTIVITIES                                             |   |                    |   |   |              |   |   |                 |  
|Issue of common shares, net of issue
      costs                 |   | -                  |   |   | -            |   |   | 21,541,385      |  
|Exercise of warrants                                             |   | -                  |   |   | -            |   |   | 1,240,214       |  
|Exercise of options                                              |   | -                  |   |   | -            |   |   | 935,361         |  
|                                                                 |   |                    |   |   |              |   |   |                 |  
|                                                                 |   | -                  |   |   | -            |   |   | 23,716,960      |  
|                                                                 |   |                    |   |   |              |   |   |                 |  
|INVESTING ACTIVITIES                                             |   |                    |   |   |              |   |   |                 |  
|Due from Niger Uranium
      Limited                             |   | -                  |   |   | (8,059       | ) |   | -               |  
|Fixed asset purchases                                            |   | -                  |   |   | (16,566      | ) |   | (1,071,970      | )
|Interest in exploration
      properties and                     |   |                    |   |   |              |   |   |                 |  
|deferred
      exploration                                       |   | (146,337           | ) |   | (241,461     | ) |   | (10,021,612     | )
|(Purchase) redemption
      of short-term investment             |   | (251               | ) |   | 368,479      |   |   | 177,733         |  
|Purchase of investment in Niger Uranium
      Limited            |   | (97,403            | ) |   | -            |   |   | (703,553        | )
|Cash proceeds from
      disposition of Irhazer and In Gall      |   |                    |   |   |              |   |   |                 |  
|Projects, Niger                                                  |   | -                  |   |   | -            |   |   | 4,800,000       |  
|                                                                 |   |                    |   |   |              |   |   |                 |  
|                                                                 |   | (243,991           | ) |   | 102,393      |   |   | (6,819,402      | )
|                                                                 |   |                    |   |   |              |   |   |                 |  
|Change in cash                                                   |   | (539,072           | ) |   | (423,620     | ) |   | 6,895,430       |  
|                                                                 |   |                    |   |   |              |   |   |                 |  
|Cash, beginning
      of period                                  |   | 7,434,502          |   |   | 905,473      |   |   | -               |  
|                                                                 |   |                    |   |   |              |   |   |                 |  
|Cash, end of
      period                                        | $ | 6,895,430          |   | $ | 481,853      |   | $ | 6,895,430       |  

The accompanying notes are an integral part of these unaudited
interim consolidated financial statements.

- 4 -

---



|NWT URANIUM CORP.                                             |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|------------------------------------------------------------- | - | --------- | - | - | -------- | - | - | -------- | - | - | ----------- | - | - | ------------- |  | - | ----------- | - | - | ---------- | -
|(AN EXPLORATION STAGE COMPANY)                                |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|Interim Consolidated Statements
      of Shareholders' Equity |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |  
|From Inception (September 26,
      2003) to March 31, 2009   |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |  
|(Expressed in Canadian Dollars)                               |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|(Unaudited)                                                   |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|                                                              |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|                                                              |   |           |   |   |          |   |   |          |   |   |             |   |   | Accumulated   |  |   |             |   |   |            |  
|                                                              |   |           |   |   |          |   |   |          |   |   |             |   |   | Other         |  |   |             |   |   |            |  
|                                                              |   | Common    |   |   | Special  |   |   |          |   |   | Contributed |   |   | Comprehensive |  |   | Accumulated |   |   |            |  
|                                                              |   | Shares    |   |   | Warrants |   |   | Warrants |   |   | Surplus     |   |   | Income        |  |   | Deficit     |   |   | Total      |  
|                                                              |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|Issue of shares for cash                                      | $ | 101       |   | $ | -        |   | $ | -        |   | $ | -           |   | $ | -             |  | $ | -           |   | $ | 101        |  
|Issue of special warrants for cash                            |   | -         |   |   | 195,409  |   |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | 195,409    |  
|Loss for the year                                             |   | -         |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | (33,097     | ) |   | (33,097    | )
|                                                              |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December 31, 2003                                    |   | 101       |   |   | 195,409  |   |   | -        |   |   | -           |   |   | -             |  |   | (33,097     | ) |   | 162,413    |  
|Public offering, net of issue costs                           |   | 1,321,537 |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | 1,321,537  |  
|Conversion of special warrants                                |   | 195,409   |   |   | (195,409 | ) |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | -          |  
|Flow through private placement, net of issue
      costs      |   | 114,891   |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | 114,891    |  
|Stock based compensation                                      |   | -         |   |   | -        |   |   | -        |   |   | 424,183     |   |   | -             |  |   | -           |   |   | 424,183    |  
|Private placement, net of issue costs                         |   | 539,911   |   |   | -        |   |   | 256,935  |   |   | -           |   |   | -             |  |   | -           |   |   | 796,846    |  
|Loss for the year                                             |   | -         |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | (1,121,460  | ) |   | (1,121,460 | )
|                                                              |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December 31, 2004                                    |   | 2,171,849 |   |   | -        |   |   | 256,935  |   |   | 424,183     |   |   | -             |  |   | (1,154,557  | ) |   | 1,698,410  |  
|Private placement, net of issue costs                         |   | 1,636,155 |   |   | -        |   |   | 222,749  |   |   | -           |   |   | -             |  |   | -           |   |   | 1,858,904  |  
|Exercise of stock options                                     |   | 101,500   |   |   | -        |   |   | -        |   |   | (44,000     | ) |   | -             |  |   | -           |   |   | 57,500     |  
|Flow through tax effect on date of
      renunciation         |   | (45,200   | ) |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | (45,200    | )
|Stock based compensation                                      |   | -         |   |   | -        |   |   | -        |   |   | 493,468     |   |   | -             |  |   | -           |   |   | 493,468    |  
|Exercise of warrants                                          |   | 283,475   |   |   | -        |   |   | (62,600  | ) |   | -           |   |   | -             |  |   | -           |   |   | 220,875    |  
|Shares issued for interest in
      exploration properties    |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|and
      deferred exploration expenditures                   |   | 182,000   |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | 182,000    |  
|Loss for the year                                             |   | -         |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | (1,780,074  | ) |   | (1,780,074 | )
|                                                              |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December 31, 2005                                    | $ | 4,329,779 |   | $ | -        |   | $ | 417,084  |   | $ | 873,651     |   | $ | -             |  | $ | (2,934,631  | ) | $ | 2,685,883  |  

The accompanying notes are an integral part of these unaudited
interim consolidated financial statements.

- 5 -



---





|NWT URANIUM CORP.                                                         |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|------------------------------------------------------------------------- | - | ---------- | - | - | -------- |  | - | --------- | - | - | ----------- | - | - | ------------- |  | - | ----------- | - | - | ---------- | -
|(AN EXPLORATION STAGE COMPANY)                                            |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|Interim Consolidated Statements
      of Shareholders' Equity (Continued) |   |            |   |   |          |  |   |           |   |   |             |   |  
|From Inception (September 26,
      2003) to March 31, 2009               |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |  
|(Expressed in Canadian Dollars)                                           |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|(Unaudited)                                                               |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|                                                                          |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|                                                                          |   |            |   |   |          |  |   |           |   |   |             |   |   | Accumulated   |  |   | Accumulated |   |   |            |  
|                                                                          |   |            |   |   |          |  |   |           |   |   |             |   |   | Other         |  |   | Retained    |   |   |            |  
|                                                                          |   | Common     |   |   | Special  |  |   |           |   |   | Contributed |   |   | Comprehensive |  |   | Earnings    |   |   |            |  
|                                                                          |   | Shares     |   |   | Warrants |  |   | Warrants  |   |   | Surplus     |   |   | Income        |  |   | (Deficit)   |   |   | Total      |  
|                                                                          |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December 31, 2005                                                | $ | 4,329,779  |   | $ | -        |  | $ | 417,084   |   | $ | 873,651     |   | $ | -             |  | $ | (2,934,631  | ) | $ | 2,685,883  |  
|Private placement, net of issue costs                                     |   | 12,555,474 |   |   | -        |  |   | 3,982,884 |   |   | -           |   |   | -             |  |   | -           |   |   | 16,538,358 |  
|Exercise of stock options                                                 |   | 476,800    |   |   | -        |  |   | -         |   |   | (203,600    | ) |   | -             |  |   | -           |   |   | 273,200    |  
|Flow through tax effect on date of
      renunciation                     |   | (295,085   | ) |   | -        |  |   | (73,771   | ) |   | -           |   |   | -             |  |   | -           |   |   | (368,856   | )
|Stock based compensation                                                  |   | -          |   |   | -        |  |   | -         |   |   | 1,197,663   |   |   | -             |  |   | -           |   |   | 1,197,663  |  
|Shares issued for interest in exploration
      properties                |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|and
      deferred exploration expenditures                               |   | 469,600    |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | -           |   |   | 469,600    |  
|Exercise of warrants                                                      |   | 941,458    |   |   | -        |  |   | (208,482  | ) |   | -           |   |   | -             |  |   | -           |   |   | 732,976    |  
|Expired warrants                                                          |   | -          |   |   | -        |  |   | (167,733  | ) |   | 167,733     |   |   | -             |  |   | -           |   |   | -          |  
|Loss
      for the year                                                   |   | -          |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | (2,421,484  | ) |   | (2,421,484 | )
|                                                                          |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December 31, 2006                                                |   | 18,478,026 |   |   | -        |  |   | 3,949,982 |   |   | 2,035,447   |   |   | -             |  |   | (5,356,115  | ) |   | 19,107,340 |  
|Shares issued for interest in
      exploration properties                |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|and deferred exploration expenditures                                     |   | 229,500    |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | -           |   |   | 229,500    |  
|Exercise of options                                                       |   | 320,000    |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | -           |   |   | 320,000    |  
|Fair value of option exercise                                             |   | 217,500    |   |   | -        |  |   | -         |   |   | (217,500    | ) |   | -             |  |   | -           |   |   | -          |  
|Exercise of warrants                                                      |   | 286,363    |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | -           |   |   | 286,363    |  
|Fair value of warrant exercise                                            |   | 43,454     |   |   | -        |  |   | (43,454   | ) |   | -           |   |   | -             |  |   | -           |   |   | -          |  
|Expired warrants                                                          |   | -          |   |   | -        |  |   | (767,628  | ) |   | 767,628     |   |   | -             |  |   | -           |   |   | -          |  
|Stock based compensation                                                  |   | -          |   |   | -        |  |   | -         |   |   | 359,082     |   |   | -             |  |   | -           |   |   | 359,082    |  
|Net unrealized gain on
      available-for-sale                           |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|long-term investment                                                      |   | -          |   |   | -        |  |   | -         |   |   | -           |   |   | 770,112       |  |   | -           |   |   | 770,112    |  
|Income for the year                                                       |   | -          |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | 11,745,384  |   |   | 11,745,384 |  
|                                                                          |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December 31, 2007                                                | $ | 19,574,843 |   | $ | -        |  | $ | 3,138,900 |   | $ | 2,944,657   |   | $ | 770,112       |  | $ | 6,389,269   |   | $ | 32,817,781 |  

The accompanying notes are an integral part of these unaudited
interim consolidated financial statements.

- 6 -



---





|NWT URANIUM CORP.                                                         |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |          |             |   |   |             |  
|------------------------------------------------------------------------- | - | ---------- |  | - | -------- |  | - | ---------- | - | - | ----------- |  | ------------- | ----------- | - | -------- | ----------- | - | - | ----------- | -
|(AN EXPLORATION STAGE COMPANY)                                            |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |          |             |   |   |             |  
|Interim Consolidated Statements
      of Shareholders' Equity (Continued) |   |            |  |   |          |  |   |            |   |   |             |  |              
|From Inception (September 26,
      2003) to March 31, 2009               |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |         
|(Expressed in Canadian Dollars)                                           |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |          |             |   |   |             |  
|(Unaudited)                                                               |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |          |             |   |   |             |  
|                                                                          |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |          |             |   |   |             |  
|                                                                          |   |            |  |   |          |  |   |            |   |   |             |  |               | Accumulated |   |          | Accumulated |   |   |             |  
|                                                                          |   |            |  |   |          |  |   |            |   |   |             |  |               | Other       |   |          | Retained    |   |   |             |  
|                                                                          |   | Common     |  |   | Special  |  |   |            |   |   | Contributed |  | Comprehensive |             |   | Earnings |             |   |   |            
|                                                                          |   | Shares     |  |   | Warrants |  |   | Warrants   |   |   | Surplus     |  |               | Income      |   |          | (Deficit)   |   |   | Total       |  
|                                                                          |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |          |             |   |   |             |  
|Balance, December 31, 2007                                                | $ | 19,574,843 |  | $ | -        |  | $ | 3,138,900  |   | $ | 2,944,657   |  | $             | 770,112     |   | $        | 6,389,269   |   | $ | 32,817,781  |  
|Shares issued for interest in exploration
      properties                |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |          |             |   |   |             |  
|and
      deferred exploration expenditures                               |   | 59,000     |  |   | -        |  |   | -          |   |   | -           |  |               | -           |   |          | -           |   |   | 59,000      |  
|Private placement                                                         |   | 1,000,000  |  |   | -        |  |   | -          |   |   | -           |  |               | -           |   |          | -           |   |   | 1,000,000   |  
|Expired warrants                                                          |   | -          |  |   | -        |  |   | (3,138,900 | ) |   | 3,138,900   |  |               | -           |   |          | -           |   |   | -           |  
|Stock based compensation                                                  |   | -          |  |   | -        |  |   | -          |   |   | 448,978     |  |               | -           |   |          | -           |   |   | 448,978     |  
|Net unrealized (loss) on
      available-for-sale                         |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |          |             |   |   |             |  
|long-term investment                                                      |   | -          |  |   | -        |  |   | -          |   |   | -           |  |               | (14,250,841 | ) |          | -           |   |   | (14,250,841 | )
|Loss for the year                                                         |   | -          |  |   | -        |  |   | -          |   |   | -           |  |               | -           |   |          | (2,790,811  | ) |   | (2,790,811  | )
|                                                                          |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |          |             |   |   |             |  
|Balance, December 31, 2008                                                | $ | 20,633,843 |  | $ | -        |  | $ | -          |   | $ | 6,532,535   |  | $             | (13,480,729 | ) | $        | 3,598,458   |   | $ | 17,284,107  |  
|Stock based compensation (Note 8)                                         |   | -          |  |   | -        |  |   | -          |   |   | 274,735     |  |               | -           |   |          | -           |   |   | 274,735     |  
|Net unrealized gain on
      available-for-sale                           |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |          |             |   |   |             |  
|long-term investment                                                      |   | -          |  |   | -        |  |   | -          |   |   | -           |  |               | 8,924,700   |   |          | -           |   |   | 8,924,700   |  
|Loss for the period                                                       |   | -          |  |   | -        |  |   | -          |   |   | -           |  |               | -           |   |          | (785,984    | ) |   | (785,984    | )
|                                                                          |   |            |  |   |          |  |   |            |   |   |             |  |               |             |   |          |             |   |   |             |  
|Balance, March 31, 2009                                                   | $ | 20,633,843 |  | $ | -        |  | $ | -          |   | $ | 6,807,270   |  | $             | (4,556,029  | ) | $        | 2,812,474   |   | $ | 25,697,558  |  

The accompanying notes are an integral part of these unaudted
interim consolidated financial statements.

- 7 -

---

NWT URANIUM CORP.(AN EXPLORATION STAGE
COMPANY)nterim Consolidated Statements of Interest in Exploration
Properties and Deferred Exploration Expenditures (Expressed in Canadian
Dollars) (Unaudited)

|                                   |   |                    |   |   |              |   |   | Cumulative From |  
|---------------------------------- | - | ------------------ | - | - | ------------ | - | - | --------------- | -
|                                   |   | Three Months Ended |   |   | Inception    |  
|                                   |   | March 31           |   |   | to March 31, |  
|                                   |   | 2009               |   |   | 2008         |   |   | 2009            |  
|                                   |   |                    |   |   |              |   |   |                 |  
|Picachos Project, Mexico           |   |                    |   |   |              |   |   |                 |  
|Opening balance                    | $ | 2,118,897          |   | $ | 1,990,494    |   | $ | -               |  
|                                   |   |                    |   |   |              |   |   |                 |  
|Geological, reports and
      maps |   | -                  |   |   | -            |   |   | 201,664         |  
|Geology                            |   | 13,118             |   |   | -            |   |   | 151,904         |  
|Labour                             |   | -                  |   |   | -            |   |   | 8,830           |  
|Earthwork
      and roads          |   | -                  |   |   | 21,541       |   |   | 113,808         |  
|Environment                        |   | 18,606             |   |   | -            |   |   | 59,621          |  
|Line and
      grid cutting        |   | -                  |   |   | -            |   |   | 15,121          |  
|Geophysics                         |   | 1,242              |   |   | 8,696        |   |   | 156,281         |  
|Geochemistry                       |   | -                  |   |   | -            |   |   | 4,524           |  
|Camp costs                         |   | -                  |   |   | 1,201        |   |   | 31,172          |  
|Transportation                     |   | -                  |   |   | -            |   |   | 6,386           |  
|Management fees                    |   | -                  |   |   | -            |   |   | 8,965           |  
|Professional fees                  |   | -                  |   |   | -            |   |   | 12,139          |  
|Drilling                           |   | -                  |   |   | 59,900       |   |   | 425,607         |  
|Option
      payments              |   | 30,526             |   |   | -            |   |   | 579,609         |  
|Staking                            |   | -                  |   |   | -            |   |   | 47,369          |  
|General                            |   | 1,196              |   |   | 7,729        |   |   | 72,792          |  
|Analysis and assaying              |   | -                  |   |   | -            |   |   | 127,346         |  
|Exploration advance                |   | -                  |   |   | -            |   |   | 297,739         |  
|Property payments                  |   | -                  |   |   | -            |   |   | 214,000         |  
|Interest income                    |   | (4,644             | ) |   | (35,333      | ) |   | (355,936        | )
|                                   |   |                    |   |   |              |   |   |                 |  
|                                   |   | 60,044             |   |   | 63,734       |   |   | 2,178,941       |  
|                                   |   |                    |   |   |              |   |   |                 |  
|Closing balance                    | $ | 2,178,941          |   | $ | 2,054,228    |   | $ | 2,178,941       |  

The accompanying notes are an integral part of these unaudited
interim consolidated financial statements.

- 8 -

---

NWT URANIUM CORP.(AN EXPLORATION STAGE
COMPANY)Interim Consolidated Statements of Interest in Exploration
Properties and Deferred Exploration Expenditures (Continued)
(Expressed in Canadian Dollars) (Unaudited)

|                                            |   |                    |   |   |              |   |   | Cumulative From |  
|------------------------------------------- | - | ------------------ | - | - | ------------ | - | - | --------------- | -
|                                            |   | Three Months Ended |   |   | Inception    |  
|                                            |   | March 31           |   |   | to March 31, |  
|                                            |   | 2009               |   |   | 2008         |   |   | 2009            |  
|                                            |   |                    |   |   |              |   |   |                 |  
|North Rae Uranium Project, Canada           |   |                    |   |   |              |   |   |                 |  
|Opening balance                             | $ | 1,707,407          |   | $ | 2,999,163    |   | $ | -               |  
|                                            |   |                    |   |   |              |   |   |                 |  
|Camp costs                                  |   | -                  |   |   | 8,907        |   |   | 32,170          |  
|Drilling                                    |   | -                  |   |   | 62,667       |   |   | 333,469         |  
|Environment                                 |   | -                  |   |   | 5,726        |   |   | 6,200           |  
|Geophysical                                 |   | -                  |   |   | -            |   |   | 207,628         |  
|Geochemical                                 |   | -                  |   |   | -            |   |   | 5,062           |  
|Geology                                     |   | 825                |   |   | 24,083       |   |   | 1,734,249       |  
|Exploration                                 |   | -                  |   |   | -            |   |   | 716,190         |  
|Staking                                     |   | -                  |   |   | 69,442       |   |   | 154,472         |  
|Acquisition costs (note
      6(ii))        |   | 40,000             |   |   | 30,000       |   |   | 250,354         |  
|Professional fees                           |   | -                  |   |   | 4,000        |   |   | 74,896          |  
|Survey costs                                |   | -                  |   |   | -            |   |   | 63,435          |  
|Administration                              |   | -                  |   |   | 3,687        |   |   | 27,556          |  
|Quebec government
      assistance recovery |   | -                  |   |   | -            |   |   | (1,392,825      | )
|Interest income                             |   | (2,931             | ) |   | (74,368      | ) |   | (467,555        | )
|                                            |   |                    |   |   |              |   |   |                 |  
|                                            |   | 37,894             |   |   | 134,144      |   |   | 1,745,301       |  
|                                            |   |                    |   |   |              |   |   |                 |  
|Closing balance                             | $ | 1,745,301          |   | $ | 3,133,307    |   | $ | 1,745,301       |  
|                                            |   |                    |   |   |              |   |   |                 |  
|Daniel Lake Uranium Project, Canada         |   |                    |   |   |              |   |   |                 |  
|Opening balance                             | $ | 165,763            |   | $ | 350,304      |   | $ | -               |  
|                                            |   |                    |   |   |              |   |   |                 |  
|Staking                                     |   | -                  |   |   | 6,421        |   |   | 40,260          |  
|Professional fees                           |   | -                  |   |   | 12,130       |   |   | 19,013          |  
|Acquisition costs(note
      6(i))          |   | 40,000             |   |   | 36,018       |   |   | 276,155         |  
|Survey
      costs                          |   | -                  |   |   | 5,490        |   |   | 221,977         |  
|Geophysical                                 |   | -                  |   |   | -            |   |   | 6,631           |  
|Geochemistry                                |   | -                  |   |   | -            |   |   | 760             |  
|Geology                                     |   | 825                |   |   | 6,589        |   |   | 11,939          |  
|Administration                              |   | -                  |   |   | 1,096        |   |   | 10,976          |  
|Quebec government
      assistance recovery |   | -                  |   |   | -            |   |   | (252,172        | )
|Interest income                             |   | (2,931             | ) |   | (24,161      | ) |   | (131,882        | )
|                                            |   |                    |   |   |              |   |   |                 |  
|                                            |   | 37,894             |   |   | 43,583       |   |   | 203,657         |  
|                                            |   |                    |   |   |              |   |   |                 |  
|Closing balance                             | $ | 203,657            |   | $ | 393,887      |   | $ | 203,657         |  
|                                            |   |                    |   |   |              |   |   |                 |  
|TOTAL                                       | $ | 4,127,899          |   | $ | 5,581,422    |   | $ | 4,127,899       |  

The accompanying notes are an integral part of these unaudited
interim consolidated financial statements.

- 9 -

---

NWT URANIUM CORP.
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements 
Three Months Ended March 31, 2009
(Expressed in Canadian Dollars)(Unaudited)


|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | NWT Uranium Corp. (the "Company" or "NWT") was incorporated under the laws of the Province of Ontario, Canada by Articles of Incorporation dated September 26, 2003. The Company, which is in the development stage as defined by the
Canadian Institute of Chartered Accountants ("CICA") Accounting Guideline 11 "Enterprises in the Development Stage", is engaged in the acquisition, exploration and development of mineral resource properties with a focus on uranium. As of March 31,
2009, the Company has interests in Canada and Mexico. The Company is in the process of exploring its exploration properties for mineral resources and has not determined whether the properties contain economically recoverable reserves. The recovery
of the amounts shown for the exploration properties and the related deferred expenditures is dependent upon the existence of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of
the Company to obtain necessary financing to complete the exploration, and upon future profitable production.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying
values of exploration properties and deferred exploration expenditures and the Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves,
the achievement of profitable operations and the ability of the Company to obtain financing necessary to complete development of the properties, or alternatively, upon the Company's ability to dispose of its interests on an advantageous basis.
Changes in future conditions could require material write downs of the carrying values. Some of the Company's exploration properties are located outside of Canada and are subject to the risk of foreign investment, including increases in taxes
and royalties, renegotiation of contracts, currency exchange fluctuations and political uncertainty.                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such
properties, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | As at March 31, 2009, the Company had cash of $6,895,430 (December 31, 2008 - $7,434,502), short term investments of $52,975 (December 31, 2008 - $52,724) and working capital of $9,380,780 (December 31, 2008 -
$10,089,574). Management of the Company believes that it has sufficient funds to pay its ongoing work commitments, administrative expenses and its liabilities for the ensuing period as they fall due.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of
the information and notes to the financial statements required by Canadian GAAP for annual consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 2009 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

- 10 -

---

NWT URANIUM CORP.
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements 
Three Months Ended March 31, 2009
(Expressed in Canadian Dollars)(Unaudited)


| | 
| | 

|2. | ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The consolidated balance sheet at December 31, 2008 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by Canadian GAAP for annual
consolidated financial statements. The unaudited interim consolidated financial statements have been prepared by management in accordance with the accounting policies described in the Corporation's annual audited consolidated financial statements
for the year ended December 31, 2008, except as noted below. For further information, refer to the audited consolidated financial statements and notes thereto for the year ended December 31, 2008.                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Goodwill and Intangible Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In February 2008, the CICA approved Handbook Section 3064, Goodwill and Intangible Assets which replaces the existing Handbook Sections 3062, Goodwill and Other Intangible Assets and 3450 Research and
Development Costs. This standard is effective for interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008, with earlier application encouraged. The standard provides guidance on the recognition,
measurement and disclosure requirements for goodwill and intangible assets. The application of this standard had no impact on the Company's unaudited interim consolidated financial statements as at and for the three months ended March 31, 2009.             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Credit Risk and the Fair Value of Financial Assets and Financial Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In January 2009, the CICA approved EIC 173 "Credit Risk and the Fair Value of Financial Assets and Financial Liabilities". This guidance clarified that an entity's own credit risk and the credit risk of the counterparty should be
taken into account in determining the fair value of financial assets and financial liabilities including derivative instruments. This guidance is applicable to fiscal periods ending on or after January 20, 2009. The adoption of this standard had no
impact on the Corporation's presentation of its financial position or results of operations as at March 31, 2009.                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Future Accounting Changes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | International Financial Reporting Standards (IFRS)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In January 2006, the CICA's Accounting Standards Board ("AcSB") formally adopted the strategy of replacing Canadian GAAP with IFRS for Canadian enterprises with public accountability. The current conversion timetable calls
for financial reporting under IFRS for accounting periods commencing on or after January 1, 2011. On February 13, 2008 the AcSB confirmed that the use of IFRS will be required in 2011 for publicly accountable profit-oriented enterprises. For these
entities, IFRS will be required for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The Company is currently assessing the impact of IFRS on its consolidated financial statements.

- 11 -

---

NWT URANIUM CORP.
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements 
Three Months Ended March 31, 2009
(Expressed in Canadian Dollars)(Unaudited)


| | 
| | 

|2. | ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Future Accounting Changes(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Business Combinations, Consolidated Financial Statements and Non-Controlling Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The CICA issued three new accounting standards in January 2009: Section 1582, "Business Combinations" ("Section 1582"), Section 1601, "Consolidated Financial Statements" ("Section 1601") and Section 1602, "Non-Controlling
interests" ("Section 1602"). These new standards will be effective for fiscal years beginning on or after January 1, 2011. Section 1582 replaces section 1581 and establishes standards for the accounting for a business combination. It provides the
Canadian equivalent to IFRS 3 - Business Combinations. Sections 1601 and 1602 together replace Section 1600, "Consolidated Financial Statements". Section 1601, establishes standards for the preparation of consolidated financial statements. Section
1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS lAS 27 - "Consolidated and
Separate Financial Statements". The Company is in the process of evaluating the requirements of the new standards.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | CAPITAL MANAGEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | When managing capital, the Company's objective is to ensure the entity continues as a going concern as well as to achieve optimal returns to shareholders and benefits for other stakeholders. Management adjusts the capital
structure as necessary, in order to support the acquisition, exploration and development of its projects. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the
Company's management to sustain future development of the business. The Company defines capital that it manages as its shareholders' equity. As at March 31, 2009, total shareholders' equity (managed capital) was $25,697,558 (December 31, 2008 -
$17,284,107).                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The properties in which the Company currently has an interest are in the exploration stage, as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration programs and
pay for administrative costs, the Company will spend its existing working capital and raise additional amounts when economic conditions permit it to do so.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Management has chosen to mitigate the risk and uncertainty associated with raising additional capital within the current economic environment by:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company invests all capital that is surplus to its immediate needs in short-term, liquid and highly rated financial instruments, such as cash and other short-term guaranteed deposits, all held with major Canadian financial
institutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | There were no changes in the Company's approach to capital management during the three months ended March 31, 2009. The Company is not subject to externally imposed capital requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

- 12 -

---

NWT URANIUM CORP.
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements 
Three Months Ended March 31, 2009
(Expressed in Canadian Dollars)(Unaudited)


| | 
| | 

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

- 13 -

---

NWT URANIUM CORP.
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements 
Three Months Ended March 31, 2009
(Expressed in Canadian Dollars)(Unaudited)


| | 
| | 

4.

PROPERTY AND FINANCIAL RISK FACTORS AFFECTING FINANCIAL INSTRUMENTS(continued)

| |  | Market Risk(continued)
| |  | ----------------------
| |  |                       
| |  | (ii)                  
| |  |                       
| |  |                       

(iii)

Price Risk

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

Fair Value

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

Sensitivity Analysis

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

|(i)  | Short term investments have fixed interest rates therefore they are not subject to interest rate fluctuations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(ii) | The Company is exposed to foreign currency risk on fluctuations of financial instruments related to cash and cash equivalents and accounts payable and accrued liabilities that are denominated in Mexican Pesos and United States
dollars. As at March 31, 2009, had the Mexican Peso and US dollar varied by 5% against the Canadian dollar with all other variables held constant, the Company's reported net income for the three months ended March 31, 2009 would have varied by
approximately $39,200. Similarly, as at March 31, 2009, the Company's reported shareholders' equity would have varied by approximately $39,200 as a result of a 5% change in the Mexican Peso and US dollar.

- 14 -

---

NWT URANIUM CORP.
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements 
Three Months Ended March 31, 2009
(Expressed in Canadian Dollars)(Unaudited)


|   |                                                                                     
|-- | ------------------------------------------------------------------------------------
|4. | PROPERTY AND FINANCIAL RISK FACTORS AFFECTING
      FINANCIAL INSTRUMENTS(continued)
|   |                                                                                     
|   | Sensitivity Analysis(continued)                                                     
|   |                                                                                     
|   | (iii)                                                                               
|   |                                                                                     
|   | (iv)                                                                                
|   |                                                                                     
|5. | FIXED ASSETS                                                                        



|                       |   |         |  |   |              |  |   | Net Carrying |  |   |         |  |   |              |  |   | Net Carrying     | 
|---------------------- | - | ------- |  | - | ------------ |  | - | ------------ |  | - | ------- |  | - | ------------ |  | - | ---------------- | 
|                       |   |         |  |   |              |  |   | Value        |  |   |         |  |   |              |  |   | Value            | 
|                       |   |         |  |   | Accumulated  |  |   | March 31,    |  |   |         |  |   | Accumulated  |  |   | December
    31, | 
|                       |   | Cost    |  |   | Amortization |  |   | 2008         |  |   | Cost    |  |   | Amortization |  |   | 2008             | 
|                       |   |         |  |   |              |  |   |              |  |   |         |  |   |              |  |   |                  | 
|Computer equipment     | $ | 35,327  |  | $ | 17,370       |  | $ | 17,957       |  | $ | 35,327  |  | $ | 15,915       |  | $ | 19,412           | 
|Furniture and fixtures |   | 3,624   |  |   | 1,449        |  |   | 2,175        |  |   | 3,624   |  |   | 1,334        |  |   | 2,290            | 
|Field equipment        |   | 761,704 |  |   | 340,101      |  |   | 421,603      |  |   | 761,704 |  |   | 306,418      |  |   | 455,286          | 
|Vehicle                |   | 9,786   |  |   | 4,400        |  |   | 5,386        |  |   | 9,786   |  |   | 3,963        |  |   | 5,823            | 
|                       |   |         |  |   |              |  |   |              |  |   |         |  |   |              |  |   |                  | 
|                       | $ | 810,441 |  | $ | 363,320      |  | $ | 447,121      |  | $ | 810,441 |  | $ | 327,630      |  | $ | 482,811          | 



|6. | INTEREST IN EXPLORATION PROPERTIES AND DEFERRED
      EXPLORATION EXPENDITURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On a quarterly basis, management of the Company review
      its mining interests to ensure deferred expenditures include only costs
      and projects that are eligible for capitalization. For a description of
      the mining interests owned by the Company, refer to Note 6 of the audited
      consolidated financial statements as at December 31, 2008. Specific
      changes to interest in exploration properties and deferred exploration
      expenditures that occurred from January 1, 2009 to March 31, 2009 are as
      follows:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

- 15 -

---

NWT URANIUM CORP.
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements 
Three Months Ended March 31, 2009
(Expressed in Canadian Dollars)(Unaudited)


| | 
| | 

|7. | SHARE CAPITAL
|-- | -------------
|   |              
|   | a)           
|   |              
|   |              
|   | b)           



| |                                                     |  |  |  |  |  |                 |  |       |                | **Number
      of** |  |        |  | 
| | --------------------------------------------------- |  |  |  |  |  | --------------- |  | ----- | -------------- | ------------------- |  | ------ |  | 
| |                                                     |  |  |  |  |  |                 |  |       | Shares         |                     |  | Amount | 
| | Balance, December 31, 2008 and March 31,
      2009 |  |  |  |  |  | **126,131,342** |  | **$** | **20,633,843** |                    
| |                                                     |  |  |  |  |  |                 |  |       |                |                     |  |        |  | 

8.

STOCK
      OPTIONS

|The
      following table represents a continuity of stock options for the three
      months ended March 31, 2009: | 
|------------------------------------------------------------------------------------------------------------------- | 

| |                            |  |  |            |               |   |      |                        | 
| | -------------------------- |  |  | ---------- | ------------- | - | ---- | ---------------------- | 
| |                            |  |  |            | Number of     |   |      | Weighted
      Average | 
| |                            |  |  |            | Stock Options |   |      | Exercise Price         | 
| | Balance, December 31, 2008 |  |  | 4,900,000  |               | $ | 0.23 |                       
| | Options granted (1)        |  |  | 5,200,000  |               |   | 0.10 |                       
| | Balance, March 31, 2009    |  |  | 10,100,000 |               | $ | 0.16 |                       

(1) On February 13, 2009, the Company granted 5,200,000
incentive stock options to directors, officers, employees and consultants,
pursuant to the Company's stock option plan, at an exercise price of $0.10 per
share. The options were exercisable for a period of five years. The fair value
of each option was estimated on the date of grant using the Black-Scholes option
pricing model with the following assumptions: expected dividend yield of 0%;
expected volatility of 104.6%; risk-free interest rate of 2.11%, forfeiture rate
0% and an expected average life of 5 years. The estimated value of $265,200 will
be classified as stock based compensation and credited to contributed surplus as
the options vest. The options vest immediately. For the three months ended March
31, 2009, the impact on income was $265,200.

- 16 -

---

NWT URANIUM CORP.
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements 
Three Months Ended March 31, 2009
(Expressed in Canadian Dollars)(Unaudited)


| | 
| | 

| |  |  |  |  | 
| |  |  |  |  | 

8.

STOCK OPTIONS
      (continued)

|As at March 31, 2009,
      the Company had the following stock options outstanding: |            
|------------------------------------------------------------------------------------ | -----------
|                                                                                     |            
|                                                                                     |            
|                                                                                     |            
|                                                                                     |            
|Outstanding                                                                          | Exercisable
|Options                                                                              | Options    
|                                                                                     |            
|200,000                                                                              | 200,000    
|100,000                                                                              | 75,000     
|200,000                                                                              | 150,000    
|100,000                                                                              | 75,000     
|4,300,000                                                                            | 4,300,000  
|5,200,000                                                                            | 5,200,000  
|                                                                                     |            
|10,100,000                                                                           | 10,000,000 

9.

RELATED PARTY
      TRANSACTIONS

For the three months ended March 31, 2009, the Company incurred
$84,996 (March 31, 2008 - $157,248) for consulting and directors' fees rendered
by directors and officers of the Company. The entire amount has been expensed in
the statements of operations. Included in accounts payable and accrued
liabilities at March 31, 2009 is $10,462 (December 31, 2008 - $10,462) owing to
these related parties.

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

- 17 -

---

NWT URANIUM CORP.
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements 
Three Months Ended March 31, 2009
(Expressed in Canadian Dollars)(Unaudited)


| | 
| | 

10.

SEGMENTED
INFORMATION

The Company's principal operations are the acquisition,
exploration and development of mineral properties. All exploration properties
are situated in Canada and Mexico. As at March 31, 2009, cash and short term
investments of $6,911,680 (December 31, 2008 - $7,455,957) were held in Canadian
chartered banks, $31,830 (December 31, 2008 - $26,374) held in Mexico and $4,895
(December 31, 2008 - $4,895) is held in Niger. Total assets are held as
follows:

|March 31,
      2009                                                             |   | Canada     |  |   | Mexico    |  |   | Niger      |  |   | Total      | 
|-------------------------------------------------------------------------------- | - | ---------- |  | - | --------- |  | - | ---------- |  | - | ---------- | 
|                                                                                 |   |            |  |   |           |  |   |            |  |   |            | 
|Current assets                                                                   | $ | 9,726,032  |  | $ | 31,830    |  | $ | 4,895      |  | $ | 9,762,757  | 
|Investment in exploration properties and deferred
      exploration expenditures |   | 1,948,958  |  |   | 2,178,941 |  |   | -          |  |   | 4,127,899  | 
|Equipment                                                                        |   | 447,121    |  |   | -         |  |   | -          |  |   | 447,121    | 
|Other assets                                                                     |   | 34,154     |  |   | -         |  |   | 15,775,323 |  |   | 15,809,477 | 
|                                                                                 |   |            |  |   |           |  |   |            |  |   |            | 
|                                                                                 | $ | 12,156,265 |  | $ | 2,210,771 |  | $ | 15,780,218 |  | $ | 30,147,254 | 
|                                                                                 |   |            |  |   |           |  |   |            |  |   |            | 
|                                                                                 |   |            |  |   |           |  |   |            |  |   |            | 
|December 31, 2008                                                                |   | Canada     |  |   | Mexico    |  |   | Niger      |  |   | Total      | 
|                                                                                 |   |            |  |   |           |  |   |            |  |   |            | 
|Current assets                                                                   | $ | 10,472,027 |  | $ | 26,374    |  | $ | 4,895      |  | $ | 10,503,296 | 
|Investment in exploration properties and deferred
      exploration expenditures |   | 1,873,170  |  |   | 2,118,897 |  |   | -          |  |   | 3,992,067  | 
|Equipment                                                                        |   | 482,811    |  |   | -         |  |   | -          |  |   | 482,811    | 
|Other assets                                                                     |   | 34,154     |  |   | -         |  |   | 3,107,920  |  |   | 3,142,074  | 
|                                                                                 |   |            |  |   |           |  |   |            |  |   |            | 
|                                                                                 | $ | 12,862,162 |  | $ | 2,145,271 |  | $ | 3,112,815  |  | $ | 18,120,248 | 



|    | Substantially all of the Company's operating expenses are
      incurred in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11. | COMPARATIVE INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Certain comparative figures have been reclassified to
      conform with current period financial statement presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12. | RESTATEMENT OF COMPARATIVE INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Comprehensive income for the three months ended March 31,
      2008 has been restated to reflect the change in accounting treatment of
      the investment in Niger Uranium as disclosed in Note 17 of the audited
      consolidated financial statements as at December 31, 2008. The effect of
      this restatement as at March 31, 2008 and for the three months then ended
      has been to decrease the carrying value of the investment by $4,025,052,
      decrease net comprehensive income and accumulated other comprehensive
      income by $3,710,499 and decrease future income tax liability by
      $314,553.

- 18 -

---