---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 20-F

[      ]  REGISTRATION STATEMENT
PURSUANT TO SECTION 12(b) or 12(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 July 31, 2010

OR

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

OR

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

Commission file number0-15490

QUARTZ MOUNTAIN RESOURCES
LTD.(Exact name of Registrant as specified in its charter)

BRITISH COLUMBIA, CANADA(Jurisdiction of
incorporation or organization)

Suite 1020, 800 West Pender Street Vancouver, British
Columbia, Canada, V6C 2V6(Address of principal executive offices)

Rene Carrier, President and Chief Executive Officer
Facsimile No.: 604-684-8092 Suite 1020, 800 West Pender Street
Vancouver, British Columbia, Canada, V6C 2V6(Name, 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: | Name of each exchange on which registered
|-------------------- | -----------------------------------------
|Not applicable       | Not applicable                           

Securities registered or to be registered pursuant to Section
12(g) of the ActCommon shares, no par value

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act. None

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report: 13,399,426 common shares as of July 31, 2010

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

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

---

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

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

Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer or non-accelerated filer. See definition
of "accelerated filer" and "large accelerated filer" in Rule 126-2 of the
Exchange Act.

[     ]  Large Accelerated
Filer      [     ] 
Accelerated Filer     [ x ]  Non Accelerated Filer

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

U.S. GAAP [    
]         International Financial
Reporting Standards as issued by the International Accounting Standards
Board [     ]       Other
[ x ]

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

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

2

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T A B L E O F C O N T E N T S

|ITEM 1   | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                              | 4 
|-------- | ---------------------------------------------------------------------------------- | --
|ITEM 2   | OFFER STATISTICS AND EXPECTED TIMETABLE                                            | 5 
|ITEM 3   | KEY INFORMATION                                                                    | 5 
|ITEM 4   | INFORMATION ON THE COMPANY                                                         | 9 
|ITEM 4A  | UNRESOLVED STAFF COMMENTS                                                          | 11
|ITEM 5   | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                       | 11
|ITEM 6   | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                         | 15
|ITEM 7   | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  | 21
|ITEM 8   | FINANCIAL INFORMATION                                                              | 22
|ITEM 9   | THE OFFER AND LISTING                                                              | 23
|ITEM 10  | ADDITIONAL INFORMATION                                                             | 24
|ITEM 11  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                        | 32
|ITEM 12  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                             | 33
|ITEM 13  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 33
|ITEM 14  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
      AND USE OF PROCEEDS | 33
|ITEM 15  | CONTROLS AND PROCEDURES                                                            | 33
|ITEM 16  | [RESERVED]                                                                         | 34
|ITEM 16A | AUDIT COMMITTEE FINANCIAL EXPERT                                                   | 34
|ITEM 16B | CODE OF ETHICS                                                                     | 34
|ITEM 16C | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                             | 34
|ITEM 16D | EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES                             | 35
|ITEM 16E | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
      PURCHASERS       | 35
|ITEM 16F | CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT                                       | 35
|ITEM 16G | CORPORATE GOVERNANCE                                                               | 35
|ITEM 17  | FINANCIAL STATEMENTS                                                               | 35
|ITEM 18  | FINANCIAL STATEMENTS                                                               | 36
|ITEM 19  | EXHIBITS                                                                           | 36

3

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GENERAL

In this Annual Report on Form 20-F, all references to "we", the
"Company" or "Quartz" refer to Quartz Mountain Resources Ltd. and its
consolidated subsidiaries.

The Company uses the United States dollar as its reporting
currency. All references in this document to "dollars" or "$" are expressed in
United States dollars, unless otherwise indicated. See also Item 3  "KeyInformation" for more detailed currency and conversion
information.

Except as noted, the information set forth in this Annual
Report is as of September 30, 2010, and all information included in this
document should only be considered correct as of such date.

NOTE ON FORWARD LOOKING STATEMENTS

This Annual Report on Form 20-F contains statements that
constitute "forward-looking statements". Any statements that are not statements
of historical facts may be deemed to be forward-looking statements. These
statements appear in a number of different places in this Annual Report and, in
some cases, can be identified by words such as "anticipates", "estimates",
"projects", "expects", "intends", "believes", "plans", or their negatives or
other comparable words. The forward-looking statements, including the statements
contained in Item 3D "Risk Factors", Item 4B "Business Overview",Item 5 "Operating andFinancial Review and Prospects" and Item 11 "Quantitative and Qualitative Disclosures About
MarketRisk", involve known and unknown risks, uncertainties
and other factors which may cause the Company's actual results, performance or
achievements to be materially different from any future results, performance or
achievements that may be expressed or implied by such statements.
Forward-looking statements include statements regarding the outlook for the
Company's future operations, plans and timing for the Company's exploration
programs, statements about future market conditions, supply and demand
conditions, forecasts of future costs and expenditures, the outcome of legal
proceedings, and other expectations, intentions and plans that are not
historical facts.

You are cautioned that forward-looking statements are not
guarantees. The risks and uncertainties that could cause the Company's actual
results to differ materially from those expressed or implied by the
forward-looking statements include:

- general economic and business conditions, including changes in interest
  rates;
- prices of natural resources, costs associated with mineral exploration and
  other economic conditions;
- natural phenomena;
- actions by government authorities, including changes in government
  regulation;
- uncertainties associated with legal proceedings;
- changes in the resources market;
- future decisions by management in response to changing conditions;
- the Company's ability to execute prospective business plans; and
- misjudgments in the course of preparing forward-looking statements.

The Company advises you that these cautionary remarks expressly
qualify, in their entirety, all forward-looking statements attributable to
Quartz or persons acting on the Company's behalf. The Company assumes no
obligation to update the Company's forward-looking statements to reflect actual
results, changes in assumptions or changes in other factors affecting such
statements. You should carefully review the cautionary statements and risk
factors contained in this and other documents that the Company files from time
to time with the Securities and Exchange Commission.

|ITEM 1 | IDENTITY OF DIRECTORS,
      SENIOR MANAGEMENT AND ADVISERS
|------ | -----------------------------------------------------------

|A. | DIRECTORS AND SENIOR MANAGEMENT
|-- | -------------------------------

Not applicable.

|B. | ADVISERS
|-- | --------

Not applicable.

|C. | AUDITORS
|-- | --------

Not applicable.

---

4

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|ITEM 2 | OFFER STATISTICS AND
      EXPECTED TIMETABLE
|------ | ---------------------------------------------

Not applicable.

---

|ITEM 3 | KEY
      INFORMATION
|------ | ---------------------

|A. | Selected Financial Data
|-- | -----------------------

The following tables present selected financial data extracted
from the audited consolidated financial statements of Quartz for the last five
fiscal years ended July 31, 2010, 2009, 2008, 2007 and 2006. Quartz's annual
financial statements have been audited by its current independent registered
public accounting firm, Davidson and Company LLP, Chartered Accountants. The
consolidated financial statements have been prepared in accordance with Canadian
generally accepted accounting principles ("Canadian GAAP"). Additional
information is presented to show the differences which would result from the
application of United States generally accepted accounting principles ("US
GAAP") to the Company's financial information. Note 10 to the 2010 annual
consolidated financial statements included in this Annual Report provides
descriptions of the material measurement differences between Canadian GAAP and
US GAAP as they relate to Quartz, and a reconciliation of Quartz's consolidated
financial statements to US GAAP.

Selected Financial Data 
(Stated in United States dollars)

Balance Sheet
    As at July 312010
    2009
    2008
    2007
    2006Total Assets Canadian GAAP US GAAP
    $ 264,114 264,113
    $ 423,727 423,726
    $ 612,511 612,510
    $ 712,911 712,910
    $ 1,114,031 1,114,030Total Liabilities Canadian GAAP US GAAP
    $ 29,864 29,864
    $ 55,838 55,838
    $ 20,519 20,519
    $ 14,408 14,408
    $ 16,664 16,664Working Capital Canadian GAAP US GAAP
    $ 234,249 234,249
    $ 367,888 367,888
    $ 591,991 591,991
    $ 698,502 698,502
    $ 1,097,366 1,097,366Share Capital Canadian GAAP US GAAP
    $ 21,269,046 21,269,046
    $ 21,269,046 21,269,046
    $ 21,269,046 21,269,046
    $ 21,269,046 21,269,046
    $ 21,269,046 21,269,046Contributed Surplus Canadian GAAP US GAAP
    $  
    $  
    $  
    $  
    $  Deficit Canadian GAAP US GAAP
    $ (21,034,796) (21,034,797)
    $(20,901,157) (20,901,158)
    $(20,677,054) (20,677,055)
    $(20,570,543) (20,570,544)
    $(20,171,679) (20,171,680)Shareholders' Equity Canadian GAAP US GAAP
    $ 234,250 234,249
    $ 367,889 367,888
    $ 591,992 591,991
    $ 698,503 698,502
    $ 1,097,367 1,097,366


5

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Statement of Operations
    Years ended July 312010
    2009
    2008
    2007
    2006Interest income Canadian GAAP US GAAP
    $ 1,790 1,790
    $ 4,451 4,451
    $ 24,465 24,465
    $ 35,741 35,741
    $ 26,201 26,201Loss Canadian GAAP US GAAP
    $ (133,639) (133,639)
    $ (224,103) (224,103)
    $ (106,511) (106,511)
    $ (398,864) (398,864)
    $ (65,458) (65,458)Loss from continuing operations Canadian GAAP
      US GAAP
    $ (133,639) (133,639)
    $ (224,103) (224,103)
    $ (106,511) (106,511)
    $ (398,864) (398,864)
    $ (65,458) (65,458)Loss per share Canadian GAAP US GAAP
    $ (0.01) (0.01)
    $ (0.02) (0.02)
    $ (0.01) (0.01)
    $ (0.03) (0.03)
    $ (0.01) (0.01)Weighted average number of common shares
      outstanding Canadian GAAP US GAAP
    13,399,426 13,399,426
    13,399,426 13,399,426
    13,399,426 13,399,426
    13,399,426 13,399,426
    12,322,741 12,322,741


Reconciliation to US GAAP

As indicated above, note 10 of the audited consolidated
financial statements included in this Annual Report provides descriptions of the
material differences between Canadian GAAP and US GAAP for the fiscal years
ended July 31, 2010, 2009, and 2008. The primary significant difference between
Canadian and US GAAP as they relate to the Company is the accounting for
exploration costs. Under US GAAP exploration costs are generally written off
unless there is a feasibility report which confirms the existence of economic
ore making the recovery of costs likely. There are no material differences
between Canadian GAAP and USGAAP on the financial statements of the Company for
any of the years presented.

Currency and Exchange Rates

On September 30, 2010, the rate of exchange of the Canadian
dollar, based on the daily noon rate in Canada as published by the Bank of
Canada, was US$1 = Canadian $1.0300. Exchange rates published by the Bank of
Canada are available on its website, www.bankofcanada.ca, are nominal quotations  not
buying or selling rates  and are intended for statistical or analytical
purposes.

The following tables set out the exchange rates, based on the
daily noon rates in Canada as published by the Bank of Canada for the conversion
of Canadian Dollars into U.S. Dollars.

For year ended July 312010
    2009
    2008
    2007
    2006End of Period
    $1.0290
    $1.0790
    $1.0257
    $1.0657
    $1.1309Average for the
      Period
    $1.0486
    $1.1758
    $1.0070
    $1.1258
    $1.1551High for the
      Period
    $1.1079
    $1.3000
    $1.0755
    $1.1853
    $1.2187Low for the Period
    $0.9961
    $1.0253
    $0.9170
    $1.0372
    $1.0990


---

Month
    High
    LowAugust 2010
    $1.0642
    $1.0158July 2010
    $1.0660
    $1.0284June 2010
    $1.0199
    $1.0606May 2010
    $1.0134
    $1.0778April 2010
    $0.9961
    $1.0201March 2010
    $1.0062
    $1.0560


|B. | Capitalization and Indebtedness
|-- | -------------------------------

Not applicable.

|C. | Reasons for the Offer and Use of
      Proceeds
|-- | -----------------------------------------------

Not applicable.

|D. | Risk Factors
|-- | ------------

The securities of Quartz are highly speculative and subject to
a number of risks. A prospective investor or other person reviewing Quartz for a
prospective investor should not consider an investment in Quartz unless the
investor is capable of sustaining an economic loss of the entire investment.

No assurance that a prospective property of merit will be
identified.

The Company does not currently have an active exploration
project, but is searching for a new acquisition. There is no assurance that a
prospective property of merit will be identified, will be available if
identified or that the Company will be able to enter into a property option or
acquisition agreement.

The mineral property underlying the Company's net smelter
return royalty interest contains no known ore.

The Company holds a 1% net smelter return ("NSR") royalty
interest on the Quartz Mountain Property (recently renamed "Angel's Camp"), an
exploration stage prospect in Oregon. The Company's interest in the property
will be limited to any future NSR that would be forthcoming only if or when any
mining commences on the property. There is currently no known body of ore on the
property. Extensive additional exploration work will be required to ascertain if
any mineralization may be economic. Exploration for minerals is a speculative
venture necessarily involving substantial risk. There is no certainty that the
expenditures to be made by the Company on any mineral properties will result in
discoveries of commercial quantities of ore.

As the Company does not have revenues, the Company will
be dependent upon future financings to continue the Company's plan of
operation.

The Company has not generated any revenues since inception. The
Company's plan of operations involves the identification of a prospective
property of merit. There is no assurance that these activities will result in
the establishment of commercially exploitable mineral deposits. Further, any
acquisition will most likely be subject to the Company obtaining additional
financing, of which there is no assurance. If a property is acquired, further
financing will be required to fund exploration efforts, and, even if
commercially exploitable mineral deposits are discovered, the Company will
require substantial additional financing before the Company is able to achieve
revenues from sales of any mineral resources that the Company is able to
extract.

The loss of management or other key personnel could harm
the Company's business.

The Company's success depends on its management and other key
personnel. The loss of the services of one or more of such key personnel could
have a material adverse effect on the Company's business. The Company's ability
to execute its plan of operations, and hence its success, will depend in large
part on the efforts of these individuals. The Company cannot be certain that it
will be able to retain such personnel or attract a high caliber of personnel in
the future.

The Company has a history of losses and no foreseeable
earnings.

Quartz has a history of losses and expects to incur losses in
the future, and there can be no assurance that the Company will ever be
profitable. The Company anticipates that it will retain any future earnings and
other cash resources for the future operation and development of the Company's
business. The Company has not paid dividends since incorporation and the Company
does not anticipate paying dividends in the foreseeable future. Payment of any
future dividends is at the discretion of the Company's Board of Directors after
taking into account many factors including the Company's operating results,
financial conditions and anticipated cash needs.

7

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Going concern assumption.

The Company's consolidated financial statements have been
prepared assuming the Company will continue on a going concern basis. However,
unless additional funding is obtained, this assumption will have to change. The
Company has incurred losses since inception. Failure to continue as a going
concern would require that Quartz's assets and liabilities be restated on a
liquidation basis, which could differ significantly from the going concern
basis.

General mining risks.

The mining industry in general is intensely competitive. Even
if the Company is successful in identifying and acquiring a prospective property
of merit, and commercial quantities of ore are discovered, there is no assurance
that a profitable market will ever exist for the sale of any minerals produced
by the Company. Factors beyond the control of the Company may affect the
marketability of any minerals that are discovered. Mineral prices have
fluctuated widely in recent years. Other factors that may affect marketability
include government regulations relating to price, royalties, and allowable
production, and importing and exporting of minerals. The operations of the
Company may require licenses and permits from various governmental authorities.
There can be no assurances that the Company will be able to obtain all necessary
licences and permits that may be required to carry out exploration, development
and eventually operations at its projects. The mineral industry is intensely
competitive in all its phases. The Company competes with many companies
possessing far greater financial resources and technical facilities than itself
for the acquisition of mineral concessions, claims, leases and other mineral
interests as well as for the recruitment and retention of qualified
employees.

The industry in which the Company operates is highly
competitive, and the Company may be unable to compete effectively with other
companies.

The mineral exploration and mining business is competitive in
all of its phases. The Company competes with numerous other companies and
individuals, including competitors with greater financial, technical and other
resources, in the search for and the acquisition of attractive mineral
properties. The Company's ability to acquire properties in the future will
depend not only on the Company's ability to develop its present properties, but
also on the Company's ability to select and acquire suitable producing
properties or prospects for mineral exploration. There is no assurance that the
Company will continue to be able to compete successfully with its competitors in
acquiring such properties or prospects.

The Company's share price is volatile.

The market price of a publicly traded stock, especially a
junior resource issuer like the Company, is affected by many variables not
directly related to the exploration success of the Company, including the market
in which it is traded, the strength of the economy generally, the availability
and attractiveness of alternative investments, and the breadth of the public
market for the stock. On February 17, 2005, the Company transferred its listing
from Tier 2 of the TSX Venture Exchange to NEX. NEX is a separate board of the
TSX Venture Exchange, established in August 2003 to provide a new trading forum
for listed companies that have fallen below the TSX Venture Exchange's ongoing
listing standards due to low levels of business activity. The effect of these
and other factors on the market price of the common shares on the NEX suggests
that the Company's shares will continue to be volatile. The ability of the
Company to reactivate itself as a Tier 2 Issuer on the TSX Venture Exchange is
dependent on its ability to acquire a mineral project for active
exploration.

The Company's Directors and Officers are part-time and
serve as directors and officers of other companies.

All of the directors and officers of the Company serve as
officers and/or directors of other resource exploration companies and are
engaged in and will continue to be engaged in the search for additional resource
opportunities on their own behalf and on behalf of other companies. Situations
may arise where these directors and officers may be in direct competition with
the Company. Such conflicts, if any, will be dealt with in accordance with the
relevant provisions of British Columbia corporate and common law. In order to
avoid the possible conflict of interest which may arise between the directors'
duties to the Company and their duties to the other companies on whose boards
they serve, the directors and officers of the Company expect that participation
in exploration prospects offered to the directors will be allocated between the
various companies that they serve on the basis of prudent business judgement and
on the relative financial abilities and needs of the companies to participate.
The success of the Company and its ability to continue to carry on operations is
dependent upon its ability to retain the services of certain key employees and
members of its Board of Directors.

If the Company raises additional funding through equity
financings, then the Company's current shareholders will suffer
dilution.

The Company currently has enough money to fund expected
administrative costs and mineral property investigations for the next twelve
months. However, additional working capital will be required to fund any
significant mineral property acquisitions. Management anticipates that the
Company will have to sell additional equity securities including, but not
limited to, its common stock, share purchase warrants or some form of
convertible security, in order to raise this additional working capital. The
effect of additional issuances of equity securities will result in the
dilution of existing shareholders' percentage ownership interests.

8

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Likely PFIC status has consequences for United States
investors.

Potential investors who are U.S. taxpayers should be aware that
the Company expects to be classified for U.S. tax purposes as a passive foreign
investment company ("PFIC") for the current fiscal year, and may also have been
a PFIC in prior years and may also be a PFIC in future years. If the Company is
a PFIC for any year during a U.S. taxpayer's holding period, then such U.S.
taxpayer generally will be required to treat any so-called "excess distribution"
on its common shares, or any gain realized upon a disposition of common shares,
as ordinary income which would be taxed at the shareholder's highest marginal
rates and to pay an interest charge on a portion of such distribution or gain,
unless the taxpayer has made a timely qualified electing fund ("QEF") election
or a mark-to-market election with respect to the shares of the Company. In
certain circumstances, the sum of the tax and the interest charge may exceed the
amount of the excess distribution received, or the amount of proceeds of
disposition realized, by the taxpayer. A U.S. taxpayer who makes a QEF election
generally must report on a current basis its share of the Company's net capital
gain and ordinary earnings for any year in which the Company is a PFIC, whether
or not the Company distributes any amounts to its shareholders. A U.S. taxpayer
who makes the mark-to-market election generally must include as ordinary income
each year the excess of the fair market value of the common shares over the
taxpayer's tax basis therein. See also Item 10E 
"Passive ForeignInvestment Company".

Potential investors should also note that recently enacted
legislation may require U.S. shareholders to report their interest in a PFIC on
an annual basis. US shareholders of the Company should consult their tax
advisors as to these reporting requirements as well as the consequences of
investing in the Company

Penny stock classification could affect the
  marketability of the Company's common stock and shareholders could find it
  difficult to sell their stock.

The penny stock rules in the United States require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation.

Further, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These additional broker-dealer practice and
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for the Company's common shares in the U.S.,
and shareholders may find it more difficult to sell their shares.

|ITEM 4 | INFORMATION ON THE
      COMPANY
|------ | --------------------------------

|A. | History and Development of the Company
|-- | --------------------------------------

Incorporation

The legal name of the Company is "Quartz Mountain Resources
Ltd."

Quartz Mountain Resources Ltd. was incorporated on August 3,
1982, in British Columbia, Canada, and it continues to subsist under the laws of
the Province of British Columbia.

The Company was originally incorporated as Wavecrest Resources
Ltd., but changed its name to Quartz Mountain Gold Corp. on June 18, 1986. On
November 5, 1997, the name of the Company was changed from Quartz Mountain Gold
Corp. to Quartz Mountain Resources Ltd., and the common shares were consolidated
on a ten-old-for-one-new share basis.

Market for the Company's Securities

The Company's common shares were quoted on NASDAQ SmallCap
Market in the United States until May 12, 1994, when the Company ceased to meet
the SmallCap Market's minimum listing requirements. The Company's common shares
were also listed on The Toronto Stock Exchange until November 10, 1994, when it
ceased to meet the Exchange's minimum listing requirements. Prior to November
15, 1989, the shares were also listed on the Vancouver Stock Exchange (a
predecessor to the TSX Venture Exchange). The Company voluntarily surrendered
its listing on the Vancouver Stock Exchange at that time.

9

---

After delisting from the NASDAQ SmallCap Market and the
Vancouver Stock Exchange, the Company's common shares continued to trade in
Canada on the Canadian Dealer Network Inc. (the "CDN", colloquially known as the
Canadian "unlisted" market). In October 2000, as a result of an agreement
between The Toronto Stock Exchange and the CDN, the Canadian unlisted market
ceased to operate, and qualifying issuers that were formerly quoted on the CDN
were invited to list on a newly created Tier 3 of the Canadian Venture Exchange
(now renamed the TSX Venture Exchange).

On December 23, 2003, the Company was reclassified as a Tier 2
company on the TSX Venture Exchange. On February 17, 2005, the Company
transferred its listing to NEX, a separate board of the TSX Venture Exchange
established in August 2003 to provide a new trading forum for listed companies
that have fallen below the TSX Venture Exchange's continued listing standards,
due to low levels of business activity.

Currently, the Company's common shares trade on NEX under the
symbol QZM.H, and certain broker-dealers in the United States make market in the
Company's common shares on the OTC Bulletin Board under the symbol QZMRF.

Offices

The Company's business office is located at Suite 1020  800
West Pender Street, Vancouver, British Columbia V6C 2V6; telephone (604)
684-6365. The Company's registered office is Suite 1500  1055 West Georgia
Street, Vancouver, British Columbia V6E 4N7; telephone (604) 689-9111.

|B. | Business Overview
|-- | -----------------

The Company's Business Strategy and Principal
Activities

The Company's business objectives are the acquisition and
exploration of mineral properties, with a principal concentration on gold and
silver. The Company is actively seeking suitable properties for evaluation and
potential acquisition, but does not currently have an active exploration
project.

In the first three years of its existence, the Company was
active in the exploration of small gold and silver prospects in Canada, but none
of these prospects warranted further exploration or development. In 1986, the
Company acquired the Quartz Mountain gold property (the "Property"), located in
south central Oregon, and until January 2002 most of the Company's efforts were
expended on the exploration and maintenance of these claims. The Company's
interests in the Property, and in its other properties, were acquired by direct
purchase, lease and option, or through joint ventures.

The Company sold the Property during the fiscal year ended July
31, 2002, to Seabridge Resources Ltd. and Seabridge Resources Inc. (collectively
"Seabridge"). Seabridge subsequently changed its name to Seabridge Gold Inc. At
closing, Quartz received 300,000 Seabridge common shares, 200,000 Seabridge
common share purchase warrants, US$100,000 and a 1% NSR from any future
production on the Property. This transaction was approved by consent of the
majority of the Company's shareholders. Also during fiscal 2002, the Company
sold the 300,000 common shares of Seabridge that it had received in the
disposition of the Property, exercised the 200,000 warrants that it received
pursuant to that transaction, and it subsequently sold the common shares that it
had acquired upon the exercise of the warrants.

The Company does not expect to generate any royalty revenue
from the Property for several years, and it is not known at this time when any
mining will commence, if at all, on the Property. The Company maintained an
interest in 67 unpatented mining claims essential to the Property and leased
land contiguous to these claims. Seabridge or any future owner of the Property
will be responsible for all costs relating to the Property and the Company's
interest in the Property is limited to any future NSR that would be forthcoming
if or when any mining commences on the Property.

Following the sale of the Property, the Company has continued
in its efforts to find a suitable mineral property for potential acquisition and
exploration. The Company has not yet found a suitable property for acquisition,
but is actively reviewing mineral properties to determine whether there are any
properties of merit.

The Company does not have any operating revenue and anticipates
that it will rely on sales of its equity securities in order to finance its
acquisition and exploration activities.

|C. | Organizational Structure
|-- | ------------------------

The Company conducts its business affairs through its
wholly-owned subsidiaries: Quartz Mountain Gold Inc., a Nevada corporation, and
the latter company's wholly-owned subsidiary, Wavecrest Resources Inc., a
Delaware corporation.

|D. | Property, Plant and Equipment
|-- | -----------------------------

The Company has no material tangible fixed assets, such as
mining equipment or plant facilities.

10

---

|E. | Currency
|-- | --------

All currency amounts in this Annual Report are stated in United
States dollars unless otherwise indicated (see Item
3 for exchange rate information).

|ITEM 4A | UNRESOLVED STAFF
      COMMENTS
|------- | -------------------------------

None.

|ITEM 5 | OPERATING AND FINANCIAL
      REVIEW AND PROSPECTS
|------ | --------------------------------------------------

OVERVIEW

The Company does not currently have an active exploration
project. Accordingly, during the fiscal year ended July 31, 2010, the Company's
activities were primarily restricted to conducting property investigations of
mineral property interests. These investigations did not lead to any
acquisitions. As Quartz is an exploration stage company, it does not have any
revenues from its operations to offset its expenditures. Accordingly, the
Company's ability to continue its property investigation activities will be
contingent upon receiving additional financing.

The Company's financial statements are prepared on the basis
that it will continue as a going concern. The Company has incurred losses since
inception, and the ability of the Company to continue as a going concern depends
upon its ability to continue to raise adequate financing and to develop
profitable operations. Quartz's financial statements do not reflect adjustments,
which could be material, to the carrying values of assets and liabilities, which
may be required should the Company be unable to continue as a going concern.

The following discussion should be read in conjunction with the
audited consolidated financial statements for the years ended July 31, 2010,
2009 and 2008, and the related notes, accompanying this Annual Report. The
Company prepares its consolidated financial statements in accordance with
Canadian GAAP. Reference should be made to note 10 to the audited consolidated
financial statements for the years ended July 31, 2010, 2009 and 2008, which
provides a reconciliation of material measurement differences between Canadian
GAAP and US GAAP and their effect on the consolidated financial statements.

Critical Accounting Policies and Estimates

The Company's significant accounting policies are presented in
note 3 of the accompanying audited consolidated financial statements for the
years ended July 31, 2010, 2009 and 2008, and a reconciliation of material
measurement differences between these principles and US GAAP is presented in
note 10. The preparation of consolidated financial statements in accordance with
Canadian GAAP requires management to select accounting policies and make
estimates. Such estimates may have a significant impact on the financial
statements. These include:

- the carrying values of mineral properties,
- foreign currency translation, and
- stock-based compensation.

Actual amounts could differ from the estimates used and,
accordingly, affect the results of operation.

Mineral property interests

Mineral property acquisition costs, and exploration and
development expenditures incurred subsequent to the determination of the
feasibility of mining operations, are capitalized until the property to which
they relate is placed into production, sold, allowed to lapse or abandoned.
Mineral property acquisition costs include the cash consideration and the
estimated fair value of common shares and warrants, if any, issued for mineral
property interests, pursuant to the terms of the relevant agreement. The value
of the common shares issued is the price of the common shares of the Company at
the date of the issuance to effect the acquisition. These costs are amortized
over the estimated life of the property following commencement of commercial
production, or written off if the property is sold, allowed to lapse or
abandoned, or when an impairment in value has been determined to have occurred.

Exploration expenses incurred prior to determination of the
feasibility of mining operations, including periodic option payments and
administrative expenditures are expensed as incurred.

The Company reviews its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable.

Foreign currency translation

The Company's functional currency is the United States
dollar.

11

---

Monetary assets and liabilities of the Company not denominated
in United States are translated into United States dollars at exchange rates in
effect at the balance sheet date. Non-monetary assets and liabilities are
translated at historical exchange rates unless such items are carried at market,
in which case they are translated at the exchange rates in effect on the balance
sheet date. Revenues and expenses, except amortization, are translated at the
average exchange rates for the period. Amortization is translated at the same
exchange rate as the assets to which it relates. Gains or losses on translation
are recorded in the statement of operations.

Stock-based compensation

The Company has a share option plan dated January 19, 2007. The
Company accounts for all non-cash stock-based payments to non-employees, and
employee awards that are direct awards of shares that call for settlement in
cash or other assets, or that are share appreciation rights which call for
settlement by the issuance of equity instruments, using the fair value
method.

Under the fair value method, stock-based payments are measured
at the fair value of the consideration received, or the fair value of the equity
instruments issued, or liabilities incurred, whichever is more reliably
measurable. The fair value of non-cash stock-based payments is periodically
re-measured until counterparty performance is complete, and any change therein
is recognized in the same manner as if the Company had paid cash instead of
paying with or using equity instruments. The cost of non-cash stock-based
payments to service providers that are fully vested and non-forfeitable at the
grant date is measured and recognized at that date.

Consideration received by the Company upon the exercise of
share purchase options and warrants, and the stock-based compensation previously
credited to contributed surplus related to such options and warrants, is
credited to share capital.

|A. | Operating Results
|-- | -----------------

Results of Operations
(Stated in United States dollars)

|                                      |   | Year ended July 31 |  
|------------------------------------- | - | ------------------ | -
|                                      |   | 2010               |  
|Expenses (Income)                     |   |                    |  
|Office and administration             | $ | 95,008             |  
|Foreign exchange loss (gain)          |   | (13,470            | )
|Interest income                       |   | (1,790             | )
|Mineral property investigations       |   | 1,096              |  
|Legal, accounting and audit           |   | 45,776             |  
|Regulatory, trust and filing          |   | 27,370             |  
|Shareholder communication             |   | 3,400              |  
|Administrative cost (recoveries)      |   | (23,751            | )
|Loss for the year  Canadian GAAP     | $ | (133,639           | )
|US GAAP Reconciliation                |   |                    |  
|Mineral property acquisition costs(1) |   | -                  |  
|Loss for the year  US GAAP           | $ | (133,639           | )

|Notes: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(1)    | Under Canadian GAAP, mineral property acquisition costs,
      and exploration and development expenditures incurred subsequent to the
      determination of the feasibility of mining operations, are capitalized
      until the property to which they relate have been placed into production,
      sold, allowed to lapse or abandoned. In contrast, under US GAAP, mineral
      property exploration and development expenditures are expensed as
      incurred. (See notes 3(b) and 10 to the accompanying audited consolidated
      financial statements for the years ended July 31, 2010, 2009, and 2008 for
      more information).

Years ended July 31, 2010 and July 31, 2009

Loss for the year ended July 31, 2010 was $133,639. This
compares with a loss of $224,103 for the year ended July 31, 2009. The Company
reduced its material exploration and property investigation activity during the
current year. The decrease in the loss for the year primarily resulted from
foreign exchange gains and a cost recovery from a service provider. The Company
recorded a $13,470 foreign exchange gain in the year ended July 31, 2010,
compared with a loss of $55,267 in the prior year, related to the Company's
holdings of Canadian dollars. In fiscal 2010, the twelve month average rate of
Canadian dollar increased to $0.95 to the United States dollar from $0.85 to the
United States dollar in 2009.

Office and administration expenses decreased to
  $95,008 in fiscal 2010 from $113,587 in the prior year, as a result of a
  reduction in travel and conference attendance fees.

12

---

Legal, accounting and audit expenses increased to $45,776 in
fiscal 2010 from $24,521 in the previous year, as a result of fees related to
quarterly review engagements and increased legal costs.

Interest income for the year ended July 31, 2010 was $1,790,
compared with $4,451 in 2009, due mainly to lower average cash balances (2010 
$251,240; 2009  $391,040) and significantly lower interest rates.

Years ended July 31, 2009 and July 31, 2008

Loss for the year ended July 31, 2009 was $224,103. This
compares with a loss of $106,511 for the year ended July 31, 2008. The Company
conducted limited material exploration and property investigation activity
during the current year. The increase in loss primarily resulted from foreign
exchange. The Company incurred a $55,267 foreign exchange loss in the year ended
July 31, 2009, compared with a gain of $29,874 in the prior year, during which
the Canadian dollar appreciated against the United States dollar. In fiscal
2009, the twelve month average rate of Canadian dollar declined to $0.85 to the
United States dollar from $0.99 to the United States dollar in 2008.

Interest income for the year ended July 31, 2009 was $4,451,
compared with $24,465 in 2008, due mainly to lower average cash balances (2009 
$391,040; 2008  $591,336) and significantly lower interest rates. Office and
administration expenses increased to $113,587 in fiscal 2009 from $93,070 in the
prior year, as a result of increased activity, regulatory compliance work and
travel expenses.

|B. | Liquidity and Capital Resources
|-- | -------------------------------

At July 31, 2010, the Company had working capital of
approximately $234,000 (2009 - $368,000) which is sufficient to fund expected
administrative costs and mineral property investigations for the next twelve
months.

Additional working capital will be required to fund any major
mineral property acquisition, in the event that a suitable property is
identified. The Company does not have sufficient funding at this time to
complete a major acquisition. Any new mineral property acquisition will require
additional financing, likely through the issuance of common shares.

Cash and cash equivalents at July 31, 2010 amounted to $251,240 (2009 - $391,040).  Operating activities in fiscal 2010 utilized cash of $139,800 (2009 - $200,296).

Requirement of Financing

Historically, the Company's sole source of funding has been the
issuance of equity securities for cash, primarily through private placements.
The Company has historically issued common share capital pursuant to private
placement financings, in order to fund its activities. The Company's access to
exploration financing is always uncertain, and there can be no assurance of
continued access to significant equity funding.

The mining industry is capital intensive, and there can be no
certainty that the Company's existing cash balances or that the proceeds from
the sale of its common shares will provide sufficient funds for all of the
Company's cash requirements. Should the need arise, the Company may pursue other
financing options or rely on joint venture partners to supply some of the funds
required to explore and develop any properties that may eventually be acquired.
There is no assurance that the Company will be successful in obtaining adequate
financing when it is needed, or that it would be able to obtain any such
financing on terms that are reasonably acceptable to the Company.

The Company has no long-term debt, capital lease obligations,
operating leases or any other long-term obligations.

The Company has no "Purchase Obligations" defined as any
agreement to purchase goods or services that is enforceable and legally binding
on the Company that specifies all significant terms, including: fixed or minimum
quantities to be purchased; fixed, minimum or variable price provisions; and the
approximate timing of the transaction.

As at September 30, 2010, the Company does not have any unused
banking commitments or lines of credit, which could provide additional working
capital.

Financial Instruments

The Company's holdings of financial instruments are
predominantly denominated in Canadian dollars. The Company does not engage in
any hedging operations with respect to currency or in-situ minerals. Funds which
are currently in excess of the Company's immediate expenditure requirements are
invested in low risk, highly liquid investments with original maturations of
three months or less.

The Company does not have any material commitments for capital
expenditures and, accordingly, can remain relatively flexible in gearing its
activities to the availability of funds.

The Company estimates that the cost of maintaining its
corporate administrative activities is approximately $180,000 per year, if the
Company does not commence any exploration programs on any property which it
acquires. This is an estimated minimum annual cost to maintain the Company. Any
exploration program would require funds above these minimum
administration costs which include: office, legal, audit, regulatory and stock
exchange compliance, and transfer agent fees.

13

---

|C. | Research Expenditures
|-- | ---------------------

Quartz does not carry out any research or development
activities. Please refer to Item 5A and
Item 5Babove for a discussion of the
expenditures that the Company has incurred in connection with its business
activities.

|D. | Trend Information
|-- | -----------------

Gold prices increased through the calendar year of 2009,
beginning at a low approximately US$810/oz. in mid-January and increasing
steadily through the year to a high of over US$1200/oz. in early December,
before showing some decline to approximately US$1087/oz. by the calendar
year-end. The average gold price for 2009 was approximately US$972/oz.

The average price over the first eight months of the calendar
year of 2010 was approximately US$1162/oz.

However, since Quartz has not acquired a mineral property, the
Company expects that the increasing trend in gold prices will have little impact
on the Company's ability to attract significant equity financing.

|E. | Off  Balance Sheet Arrangements
|-- | --------------------------------

Quartz has no off-balance sheet arrangements.

As used in this Item 5E, the
term "off-balance sheet arrangement" means any transaction, agreement or other
contractual arrangement to which an entity, unconsolidated with the Company, is
a party, under which the Company has:

(a) any obligation under a guarantee contract that has any of
the characteristics identified in paragraph 3 of FASB Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others (November 2002) ("FIN 45"), as may
be modified or supplemented, excluding the types of guarantee contracts
described in paragraphs 6 and 7 of FIN 45;

(b) a retained or contingent interest in assets transferred to
an unconsolidated entity or similar arrangement that serves as credit, liquidity
or market risk support to such entity for such assets;

(c) any obligation under a derivative instrument that is both
indexed to the Company's own stock and classified in stockholders' equity, or
not reflected, in the Company's statement of financial position; or

(d) any obligation, including a contingent obligation, arising
out of a variable interest (as referenced in FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (January 2003), as may be modified
or supplemented) in an unconsolidated entity that is held by, and material to,
the Company, where such entity provides financing, liquidity, market risk or
credit risk support to, or engages in leasing, hedging or research and
development services with, the Company.

|F. | Tabular Disclosure of Contractual
      Obligations
|-- | ---------------------------------------------------

As at July 31, 2010, the Company had no material contractual
obligations:

Payments due by periodContractual Obligations
    Total
    Less than 1 year
    1-3 years
    3-5 years
    More than 5 yearsLong-Term Debt
      Obligations
    Nil
    Nil
    Nil
    Nil
    NilCapital
      Finance/Lease
    Nil
    Nil
    Nil
    Nil
    NilOperating Lease
    Nil
    Nil
    Nil
    Nil
    NilPurchase
      Obligations
    Nil
    Nil
    Nil
    Nil
    NilOther long-term liabilities reflected on the Company's
      balance sheet under Canadian GAAP
    Nil
    Nil
    Nil
    Nil
    NilTotal
    Nil
    Nil
    Nil
    Nil
    Nil


|G. | Safe Harbor
|-- | -----------

The safe harbor provided in Section 27A of the Securities Act
and Section 21E of the Exchange Act applies to forward-looking information
provided pursuant to Item 5Eand Item 5F above.

14

---

|ITEM 6 | DIRECTORS, SENIOR
      MANAGEMENT AND EMPLOYEES
|------ | ------------------------------------------------

|A. | Directors and Senior Management
|-- | -------------------------------

Name (1)
    Year
      born
    Position
    Director SinceRene G. Carrier
    1944
    President and Director
    January 2000Brian F. Causey
    1946
    Director
    January 2003T. Barry Coughlan
    1945
    Director
    January 2005Gordon J. Fretwell
    1953
    Secretary and Director
    January 2003


(1) To the best of the Company's knowledge, none of such
persons has any family relationship with any other and none were elected as a
director or appointed as an officer as a result of an arrangement or
understanding with a major shareholder, customer, supplier, or any other
party.

The following is biographical information on each of the
persons listed above.

RENE G. CARRIER  President and Director

Rene Carrier is a past Vice-President of Pacific International
Securities Inc. where he worked for ten years, until 1991. Since that time he
has been President of Euro-American Capital Corporation, a private company which
specializes in restructuring, administration, and raising venture capital funds
for junior companies.

Mr. Carrier currently is, or was within the past five years, an
officer and/or director of the following public companies:

Company
    Positions Held
    From
    ToQuartz Mountain Resources Ltd.
    Director
    January 2000
    PresentPresident
    June
      2005
    PresentAmarc Resources Ltd.
    Director
    May
      2008
    PresentChartwell Technology Inc.
    Director
    June
      1991
    April
      2007Continental Minerals Corporation
    Director
    February 2001
    PresentFrontera Copper Corporation
    Director
    February 2009
    June
      2009Heatherdale Resources Inc.
    Director
    November 2009
    PresentInternational Royalty Corporation
    Lead
      Director
    June
      2003
    February 2010Rockwell Diamonds Inc.
    Director
    April 1993
    November 2008


BRIAN CAUSEY, B.Comm., C.A.  Director

Brian Causey holds a B.Comm. degree and was admitted to the
Institute of Charted Accountants of British Columbia in 1971. Formerly a partner
of Peat Marwick Thorne (now KPMG LLP) (1975-1977), Mr. Causey is currently
Vice-President, Project Finance for Hunter Dickinson Services Inc. (formerly
Hunter Dickinson Inc.), a position he was appointed to in 2001.

Mr. Causey is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToQuartz Mountain Resources Ltd.
    Director
    January 2003
    PresentYaletown Capital Corp.
    CFO
      and Director
    April
      2007
    April
      2010Chinook Capital Corp.
    Director
    April
      2007
    May
      2009Nanotech Security Corp. (formerly Wireless2 Technologies
      Inc.)
    CFO and Director
    October 2009
    Present


T. BARRY COUGHLAN, B.A.  Director

Barry Coughlan is a self-employed businessman and financier who
has been involved in the financing of publicly traded companies for over 25
years. His principal occupation is President and Director of TBC Ventures Ltd.,
a private investment company.

15

---

Mr. Coughlan is, or was within the past five years, an officer
and/or a director of the following companies:

Company
    Positions Held
    From
    ToQuartz Mountain Resources Ltd.
    Director
    January 2005
    PresentAmarc Resources Ltd.
    Director
    February 2009
    PresentContinental Minerals Corporation
    Director
    May
      2006
    December 2006Farallon Mining Ltd.
    Director
    March
      1998
    PresentGreat Basin Gold Ltd.
    Director
    February 1998
    PresentICN
      Resources Ltd. (formerly, Icon Industries Ltd.)
    President, CEO and Director
    September 1991
    PresentTaseko Mines Limited
    Director
    February 2001
    PresentQuadro Resources Ltd. (formerly Tri- Gold Resources
      Corp.)
    President and Director
    June 1986
    Present


GORDON J. FRETWELL, B.Comm. LLB.  Secretary and
Director

Gordon Fretwell holds a B.Comm. degree and graduated from the
University of British Columbia in 1979 with his Bachelor of Law degree. Formerly
a partner in a large Vancouver law firm, Mr. Fretwell has, since 1991, been a
self-employed solicitor (Gordon J. Fretwell Law Corporation) in Vancouver
practicing primarily in the areas of corporate and securities law.

Mr. Fretwell is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToQuartz Mountain Resources Ltd.
    Director and Secretary
    January 2003
    PresentBell Copper Corporation
    Secretary
    December 2008
    PresentDirector
    June
      2001
    PresentBenton Resources Corp.
    Director
    March
      2005
    PresentContinental Minerals Corporation
    Director
    February 2001
    PresentCopper Ridge Explorations Inc.
    Director and Secretary
    September 1999
    PresentCoro
      Mining Corporation
    Director
    June
      2009
    PresentFrontera Copper Corporation
    Director
    February 2009
    June
      2009Grandcru Resources Corp.
    Director
    December 2002
    May
      2008ICN Resources Ltd. (formerly, Icon
      Industries Ltd.)
    Secretary
    March
      2009
    PresentDirector
    July
      2004
    March
      2009International Royalty Corporation
    Director
    February 2005
    PresentKeegan Resources Inc.
    Director
    February 2004
    PresentLignol Energy Corporation
    Director
    January 2007
    PresentMeritus Minerals Ltd.
    Director
    June
      2007
    PresentNorthern Dynasty Minerals Ltd.
    Director
    June
      2004
    PresentPine
      Valley Mining Corp.
    Director
    August
      2003
    September 2007Rockwell Diamonds Inc.
    Secretary
    March
      1998
    November 2007Director
    March
      1998
    September 2006Quadro Resources Ltd. (formerly
      Tri- Gold Resources Corp.)
    Director
    July
      2001
    October 2003Secretary
    July
      2001
    September 2003CFO
    November 2005
    January 2006


|B. | Compensation
|-- | ------------

During the Company's financial year ended July 31, 2010, the
aggregate cash compensation paid or payable by the Company or its subsidiaries
to its directors and senior officers, all of whose financial statements are
consolidated with those of the Company, was $7,050.

Rene G. Carrier, President, Jeffrey R. Mason, former Principal
Accounting Officer, and Paul Mann, Principal Accounting Officer are each "Named
Executive Officers" of the Company for the purposes of the following
disclosure.

16

---

The compensation paid to the Named Executive Officers during
the Company's three most recently completed financial years is as set out below:
Summary Compensation Table

NAMED EXECUTIVE OFFICERS
      Name and Principal Position
    Year
    Annual Compensation
    Long Term Compensation
    All Other
      Compensation ($)Awards
    PayoutsSalary ($)
    Bonus ($)
    Other Annual Compen- sation
      ($)
    Securities Under Options or SARs
      Granted (#)
    Shares or Units Subject to Resale
      Restrictions ($)
    LTIP Payouts ($)Rene G. Carrier(1)President
    2010 2009 2008
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil NilJeffrey R. Mason(2)Former Principal
      Accounting Officer
    2010 2009 2008
    N/A(2)N/A(2)2,663
    N/A(2)N/A(2)Nil
    N/A(2)N/A(2)Nil
    N/A(2)N/A(2)Nil
    N/A(2)N/A(2)Nil
    N/A(2)N/A(2)Nil
    N/A(2)N/A(2)NilPaul Mann(3)Principal Accounting
      Officer
    2010 2009 2008
    7,050 7,291 10,688
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil


|Notes: |                                                                                                                
|------ | ---------------------------------------------------------------------------------------------------------------
|(1)    | Rene G. Carrier was appointed as President of
      the Company on June 16, 2005.                              
|(2)    | Jeffrey Mason was the Principal Accounting
      Officer of the Company until his resignation in February 2008.
|(3)    | Paul Mann was appointed as Principal Accounting
      Officer of the Company after Jeffrey Mason resigned.     

Long-Term Incentive Plan Awards

A long term incentive plan ("LTIP") is "a plan providing
compensation intended to motivate performance over a period greater than one
financial year" and does not include option or stock appreciation rights
("SARs") plans or plans for compensation through shares or units that are
subject to restrictions on resale. The Company did not award any LTIPs to any
Named Executive Officer during the most recently completed financial year.

Share Options

The only equity compensation plan which the Company has in
place is its share option plan (See Item
6EShare Option
Plan). The Plan has been established to provide incentive to
qualified parties to increase their proprietary interest in the Company and
thereby encourage their continuing association with the Company. The Plan is
administered by the directors of the Company. The Plan provides that options
will be issued to directors, officers, employees and consultants of the Company
or a subsidiary of the Company. The Plan provides that the number of common
shares issuable under the Plan, together with all of the Company's other
previously established or proposed share compensation arrangements, may not
exceed 10% of the total number of issued and outstanding common shares under the
Plan. No option was granted during the 2010 fiscal year and as at July 31, 2010
and the date of this Annual Report, there are no options outstanding. All
options expire on a date not later than five years after the date of grant of
such option, for an NEX listed company.

Termination of Employment, Change in Responsibilities and
Employment Contracts

There is no written employment contract between the Company and
any Named Executive Officer. There is no compensatory plan or arrangement, with
respect to any Named Executive Officer resulting from the resignation,
retirement or any other termination of an officer's employment or from a change
of any Named Executive Officer's responsibilities following a change in
control.

Pension Plans

There is no defined benefit or actuarial plans in place for the
Company.

|C. | Board Practices
|-- | ---------------

All directors were elected at the annual general meeting of the
Company's shareholders held on February 4, 2010. All directors have a term of
office expiring at the next annual general meeting of the Company's
shareholders, expected to be held in early 2011. All officers have a term of
office lasting until their removal or replacement by the Board of Directors.

There were no arrangements, standard of otherwise, pursuant to
which directors were compensated by Quartz or its subsidiaries for their
services in their capacity as directors, or for committee participation,
involvement in special assignments or for services as consultants or experts
during the most recently completed financial year.

General

The Board believes that good corporate governance improves
corporate performance and benefits all shareholders. The Canadian Securities
Administrators (the "CSA") have adopted National Policy 58-201 Corporate
Governance Guidelines, which provides non-prescriptive guidelines on corporate
governance practices for reporting issuers such as the Company. In
addition, the CSA have implemented National Instrument 58-101 Disclosure of
Corporate Governance Practices, which prescribes certain disclosure by the
Company of its corporate governance practices. This section sets out the
Company's approach to corporate governance and addresses the Company's
compliance with NI 58-101.

17

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1. Board of Directors

Directors are considered to be independent if they have no
direct or indirect material relationship with the Company. A "material
relationship" is a relationship which could, in the view of the Company's Board
of Directors (the "Board"), be reasonably expected to interfere with the
exercise of a director's independent judgment.

The Board facilitates its independent supervision over
management in a number of ways including: by holding regular meetings without
the presence of management; by retaining independent consultants; and by
reviewing corporate developments with larger shareholders, analysts and
potential industry partners, where it deems necessary.

Brian F. Causey, T. Barry Coughlan and Gordon J. Fretwell are
the Company's only independent directors. Rene Carrier is not independent, by
virtue of his position with the Company. The Board members have extensive
experience as directors of public companies and are sensitive to the related
corporate governance and financial reporting obligations associated with such
positions. Thus, the Board members are reasonably aware of the obligations of
directors and the expectations of independence from management.

2. Other Directorships

The section entitled Item 6 
"Directors, Senior Management and Employees" in this Annual Report
gives details of other reporting issuers of which each director is a director or
officer.

3. Orientation and Continuing Education

The Company has traditionally retained experienced mining
people as directors and hence the orientation needed is minimized. When new
directors are appointed, they are acquainted with the Company's business
activities and the expectations of directors. Board meetings generally include
presentations by the Company's senior management in order to give the directors
full insight into the Company's operations.

4. Ethical Business Conduct

The Board has found that the fiduciary duties placed on
individual directors by the Company's governing corporate legislation and the
common law, and the restrictions placed by applicable corporate legislation on
an individual director's participation in decisions of the Board in which the
director has an interest, have been sufficient to ensure that the Board operates
independently of management and in the best interests of the Company.

5. Nomination of Directors

The Board considers its size each year when it considers the
number of directors required, taking into account the number required to carry
out the Board's duties effectively and to maintain a diversity of views and
experience.

The Board does not have a nominating committee, and these
functions are currently performed by the Board as a whole. However, if there is
a change in the number of directors required by the Company, this policy will be
reviewed.

6. Compensation

The Board determines the compensation for the executive
officers of the Company. The directors receive no cash compensation for acting
in their respective capacities as directors of the Company.

7. Other Board Committees

The Board has no compensation or other committees, other than
the audit committee.

8. Assessments

The Board monitors the adequacy of information given to
directors, communication between the Board and management, and the strategic
direction and processes of the Board and its audit committee.

AUDIT COMMITTEE

The Audit Committee's Charter

The audit committee has a charter that sets out its mandate and
responsibilities. A copy of the audit committee charter was filed with the
Securities and Exchange Commission as an exhibit to the Company's Annual Report filed on Form 20-F for the fiscal year ended July
31, 2004 and is available at www.sec.gov.

18

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Composition of the Audit Committee

The members of the audit committee are Brian F. Causey, T.
Barry Coughlan and Gordon J. Fretwell. All audit committee members are
independent. All members are financially literate.

Relevant Education and Experience

As a result of their education and experience, each member of
the audit committee has familiarity with, an understanding of, or experience in:

- the accounting principles used by the Company to prepare its financial
  statements, and the ability to assess the general application of those
  principles in connection with estimates, accruals and reserves;
- reviewing or evaluating financial statements that present a breadth and
  level of complexity of accounting issues that are generally comparable to the
  breadth and complexity of issues that can reasonably be expected to be raised
  by the Company's financial statements, and
- an understanding of internal controls and procedures for financial
  reporting.

Audit Committee Oversight

The audit committee has not made any recommendations to the
Board of Directors to nominate or compensate any external auditor that was not
adopted by the Board.

The Company's auditor, Davidson & Company LLP, has not provided
any material non-audit services during the most recently completed fiscal year
with the exception of the review of the Company's interim financial statements
for the quarter ended April 30, 2010.

Pre-Approval Policies and Procedures

The Company has procedures for the review and pre-approval of
any services performed by its auditors. The procedures require that all proposed
engagements of its auditors for audit and non-audit services be submitted to the
audit committee for approval prior to the beginning of any such services. The
audit committee considers such requests, and, if acceptable to a majority of the
audit committee members, pre-approves such audit and non-audit services by a
resolution authorizing management to engage the Company's auditors for such
audit and non-audit services, with set maximum dollar amounts for each itemized
service. During such deliberations, the audit committee assesses, among other
factors, whether the services requested would be considered "prohibited
services" as contemplated by the regulations of the US Securities and Exchange
Commission, and whether the services requested and the fees related to such
services could impair the independence of the auditors.

Exemptions From Certain Canadian Audit Committee
Requirements

Pursuant to section 6.1 of National Instrument 52-110  Audit
Committees ("NI 52-110"), as adopted by the Canadian Securities Administrators
(including the British Columbia, Alberta and Ontario Securities Commissions
which have jurisdiction over the Company, the "CSA"), the Company is exempt from
the requirements of Parts 3 and 5 of NI 52-110 for the year ended July 31, 2010,
by virtue of the Company being a "venture issuer" (as defined in NI 52-110).

Part 3 of NI 52-110 prescribes certain requirements for the
composition of audit committees of non-exempt companies that are reporting
issuers under Canadian provincial securities legislation. Part 3 of NI 52-110
requires, among other things that an audit committee be comprised of at three
directors, each of whom, is, subject to certain exceptions, independent and
financially literate in accordance with the standards set forth in NI
52-110.

Part 5 of NI 52-110 requires an annual information form that is
filed by a non-exempt reporting issuer under National Instrument 51-102 
Continuous Disclosure Obligations, as adopted the CSA, to include certain
disclosure about the issuer's audit committee, including, among other things:
the text of the audit committee's charter; the name of each audit committee
member and whether or not the member is independent and financially literate;
whether a recommendation of the audit committee to nominate or compensate an
external auditor was not adopted by the issuer's board of directors, and the
reasons for the board's decision; a description of any policies and procedures
adopted by the audit committee for the engagement of non-audit services; and
disclosure of the fees billed by the issuer's external auditor in each of the
last two fiscal years for audit, tax and other services.

|D. | Employees
|-- | ---------

At September 30, 2010 and for each of the past three fiscal
years, the Company has had no employees and has contracted staff on an as-needed
basis. The directors of the Company primarily administer the Company's functions
through the employees of Hunter Dickinson Services Inc., a private company with
certain directors in common with the Company (see Item 7  "Major Shareholders and Related PartyTransactions").

19

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|E. | Share Ownership
|-- | ---------------

Security Holdings of Directors and Senior
Management

As at September 30, 2010, the directors and officers of Quartz
and their respective affiliates, directly and indirectly, own or control as a
group an aggregate of 150,000 common shares (1.12%) .

As at September 1, 2010, the Company's directors and officers
beneficially own the following number of the Company's common shares, options
and warrants:

Name of Insider
    Securities Beneficially Owned(1)
    As a
      % of outstanding common sharesRene G. Carrier
    150,000 common shares
    1.12%Brian F. Causey
    Nil
    NilGordon J. Fretwell
    Nil
    NilT. Barry Coughlan
    Nil
    Nil


Notes:(1) This information has been provided by the
individual directors as provided by them on www.sedi.ca

Share Option Plan

As at September 30, 2010, an aggregate of 1,339,943 common
shares were available for issuance pursuant to the Company's share option plan
(the "Plan"), described below, which was previously approved by the Company's
shareholders on January 19, 2007. No options were outstanding pursuant to
Plan.

Share Option Plan

The Company adopted the Plan in order to advance the interests
of the Company by providing a means to encourage directors, officers, employees,
and others who provide services to the Company and its subsidiaries to acquire
shares of the Company, thereby increasing their proprietary interest in the
Company, encouraging them to remain associated with the Company and furnishing
them with additional incentive to advance the interests of the Company in the
conduct of their affairs.

The Plan is a "rolling" plan, whereby the maximum number of
shares that may be reserved for issuance pursuant to all option awards granted
under the Plan is 10% of the Company's outstanding common shares, as calculated
at the time that an award is granted. Under the policies of the TSX Venture
Exchange (the "TSX-V"), the continuation of the Plan requires shareholder
approval by ordinary resolution at each annual general meeting of the Company's
shareholders. Accordingly, the Company's shareholders will be asked to confirm
the Plan in accordance with the policies of the TSX-V at the Company's annual
general meeting, expected to be held in early 2011.

Pursuant to the Plan, if outstanding options are exercised, or
expire, or the number of issued and outstanding common shares of the Company
increases, the number of options available to grant under the Plan increases
proportionately. The exercise price of each option is set by the Board of
Directors at the time of grant but cannot be less than the Discounted Market
Price (as defined in, and determined in accordance with, the policies of the
TSX-V). Options can have a maximum term of five years (or 10 years if the
Company becomes a Tier 1 issuer on the TSX-V) and typically terminate 90 days
following the termination of the optionee's employment or engagement, except in
the case of retirement or death. Vesting of options is at the discretion of the
Board of Directors at the time the options are granted.

Eligible Optionees

Under the policies of the TSX-V, to be eligible for the
issuance of a stock option under the Plan, an optionee must either be a
director, officer or employee of the Company, or a consultant or an employee of
a company providing management or other services to the Company, or its
subsidiaries, at the time the option is granted.

Options may be granted only to an individual or to a company
that is wholly-owned by individuals eligible for an option grant. If the option
is granted to a non-individual, the company must provide the TSX-V with an
undertaking that it will not permit any transfer of its securities, nor issue
further securities, to any other individual or entity as long as the incentive
stock option remains in effect without the consent of TSX-V.

Limitations on Awards

No optionee can be granted an option or options to purchase
more than 5% of the outstanding listed shares of the Company in any one year
period.

20

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|ITEM 7 | MAJOR SHAREHOLDERS AND
      RELATED PARTY TRANSACTIONS
|------ | -------------------------------------------------------

|A. | Major Shareholders
|-- | ------------------

Major Shareholders

Quartz is a publicly-held corporation, with its shares held by
residents of Canada, the United States of America and other countries. To the
best of Quartz's knowledge, other than as noted below, no person, corporation or
other entity beneficially owns, directly or indirectly, or controls more than 5%
of the common shares of Quartz, the only class of securities with voting rights.
For these purposes, "beneficial ownership" means the sole or shared power to
vote or direct the voting or to dispose or direct the disposition of any
security.

As of September 30, 2010, Quartz had authorized unlimited common
shares without par value, of which 13,399,426 were issued and outstanding. The
following table sets forth certain information with respect to beneficial
ownership of the Company's common stock as of September 30, 2010 by (i) each
shareholder known to be the beneficial owner of more than 5% of the common stock
and (ii) the officers and directors as a group indirectly, by any other
corporation or by any foreign government.

Identity of Person
      or Group
    Shares
    Percentage Beneficially Owned of ClassRobert A.
      Dickinson
    1,490,569
    11.1%Aziz Shariff
    1,141,352
    8.5%Dave Copeland
    837,315
    6.2%Jeffrey Mason
    837,315
    6.2%Ron Thiessen
    837,315
    6.2%Scott Cousens
    837,315
    6.2%


All of the common shares have the same voting rights.

Geographic Breakdown of Shareholders

As of September 30, 2010, Quartz's register of shareholders
indicates that Quartz's common shares are held as follows:

Location
    Number of registered shareholders of
      record
    Number of shares
    Percentage of total sharesCanada
    32
    12,070,320
    90.08%United States
    445
    1,293,896
    9.66%Other
    4
    35,210
    0.26%Total
    481
    13,399,426
    100.0%


Shares registered in intermediaries were assumed to be held by
residents of the same country in which the clearing-house was located.

Transfer Agent

The Company's common shares are recorded on the books of its
transfer agent, Computershare Trust Company of Canada, located at 4th Floor, 510
Burrard Street, Vancouver, B.C. V6C 3B9; telephone (604) 661-0271 in registered
form. However, the majority of the Company's common shares are registered in the
name of intermediaries such as brokerage houses and clearing houses (on behalf
of their respective brokerage clients). Quartz does not have knowledge or access
to the identities of the beneficial owners of such shares registered through
intermediaries.

Control

To the best of its knowledge, the Company is not owned or
controlled, directly or indirectly, by any other corporation, by any foreign
government or by any other natural or legal person, severally or jointly, other
than as noted above under Major Shareholders. There are no arrangements known to
Quartz which, at a subsequent date, may result in a change in control of the
Company.

Insider Reports under the British Columbia Securities
Act

Since the Company a reporting issuer under the Securities Acts
of British Columbia, Alberta and Ontario, certain "insiders" of the Company
(including its directors, certain executive officers, and persons who directly
or indirectly beneficially own, control or direct more than 10% of its common
shares) are generally required to file insider reports of changes in their
ownership of Quartz's common shares within ten days following the trade (to be
reduced to five days for all trades occurring after October 31, 2010) under
National Instrument 55-104  Insider Reporting Requirements and Exemptions, as
adopted by the CSA, and the Securities Act (Ontario). Copies of such reports are
available for public inspection at the offices of the British Columbia Securities Commission, 9th
Floor, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2, (604)
899-6500 or at the British Columbia Securities Commission web site, www.bcsc.bc.ca. In British Columbia, all insider
reports must be filed electronically 10 days following the date of the trade at www.sedi.ca. The public is able to access
these reports at www.sedi.ca.

21

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|B. | Related Party Transactions
|-- | --------------------------

Except as disclosed below, Quartz has not, since the beginning
of its last fiscal year ended July 31, 2010, and does not propose to:

(1) enter into any transactions which are material to Quartz,
or a related party or any transactions unusual in their nature or conditions
involving goods, services or tangible or intangible assets to which Quartz or
any of its former subsidiaries was a party;

(2) make any loans or guarantees directly or through any of its
former subsidiaries to or for the benefit of any of the following persons:

(a) enterprises directly or indirectly through one or more
intermediaries, controlling or controlled by or under common control with
Quartz;

(b) associates of Quartz (unconsolidated enterprises in which
Quartz has significant influence or which has significant influence over Quartz)
including shareholders beneficially owning 10% or more of the outstanding shares
of Quartz;

(c) individuals owning, directly or indirectly, shares of
Quartz that gives them significant influence over Quartz and close members of
such individuals' families;

(d) key management personnel (persons having authority in
responsibility for planning, directing and controlling the activities of Quartz
including directors and senior management and close members of such directors'
and senior managements' families); or

(e) enterprises in which a substantial voting interest is
owned, directly or indirectly, by any person described in (c) or (d) or over
which such a person is able to exercise significant influence.

Hunter Dickinson Services Inc. ("HDSI")

Management and administrative services agreement

As an umbrella organization, HDSI provides, both cost and
expertise advantages to the companies through access to a shared
multidisciplinary team of mining and financial professionals. This includes:
management capability, geological, engineering and environmental expertise,
financial acumen, and administrative and support services. In addition, HDSI
organizes and shares leased premises and office and technical equipment for
staff to perform their duties Quartz's business relationship with HDSI consists
of utilizing the services described above. HDSI provides these services to
Quartz which includes the services of Quartz's President, pursuant to a standard
(within the group) Geological Management and Administration Services Agreement
with Hunter Dickinson Services Inc., dated June 1, 2008 (the "Geological
Management and Administration Services Agreement") and amended July 2, 2010.
Because of cross membership of many of the boards of directors within the group,
certain members of management and the Board of Directors of Quartz are also
members of the board of directors of HDSI.

HDSI's arrangements are also flexible enough that it is able to
defer collection of monthly service invoices and on occasion, where surplus
funds are available to HDSI, make short term advances to members of the group.
The Geological Management and Administration Services Agreement can be
terminated by either party on 30 days' notice.

During the fiscal year ended July 31, 2010, the Company paid
$69,156 (2009 - $127,153; 2008 $95,754) to HDSI for services and reimbursements
of third party disbursements pursuant to this agreement.

|C. | Interests of Experts and Counsel
|-- | --------------------------------

Not applicable.

|ITEM 8 | FINANCIAL
      INFORMATION
|------ | ---------------------------

|A. | Consolidated Statements and Other Financial
      Information
|-- | -------------------------------------------------------------

Item 17 of this Form 20-F
contains Quartz's audited consolidated annual financial statements as at and for
the years ending July 31, 2010, 2009 and 2008.

22

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Legal Proceedings

The Company is not involved in any litigation or legal
proceedings and to the Company's knowledge, no material legal proceedings
involving the Company or its subsidiaries are to be initiated against the
Company.

Dividend Policy

The Company has not paid any dividends on its outstanding
common shares since its incorporation and does not anticipate that it will do so
in the foreseeable future. All funds of the Company are being retained for
administration expenses and mineral property investigations.

|B. | Significant Changes
|-- | -------------------

There have been no significant changes to the accompanying
financial statements since July 31, 2010, except as disclosed in this Annual
Report on Form 20-F.

|ITEM 9 | THE OFFER AND
      LISTING
|------ | ---------------------------

|A. | Offer and Listing Details
|-- | -------------------------
|   |                          
|1. | Trading Markets          

The following tables set forth for the periods indicated the
price history of the Company's common shares on the NEX board of the TSX Venture
Exchange and on the OTC Bulletin Board:

TSX Venture Exchange
    OTCBBFiscal year ended July 31,
    High (Cdn$)
    Low (Cdn$)
    High (US$)
    Low (US$)2010
    0.30
    0.15
    0.30
    0.132009
    0.50
    0.12
    0.43
    0.082008
    0.75
    0.42
    0.72
    0.392007
    0.68
    0.36
    0.66
    0.292006
    0.70
    0.29
    0.68
    0.22


TSX Venture Exchange
    OTCBBFISCAL Quarter
    High (Cdn$)
    Low (Cdn$)
    High (US$)
    Low (US$)Q4, 2010
    0.24
    0.17
    0.23
    0.16Q3, 2010
    0.26
    0.23
    0.24
    0.22Q2, 2010
    0.30
    0.24
    0.24
    0.22Q1, 2010
    0.30
    0.15
    0.30
    0.13Q4, 2009
    0.16
    0.12
    0.15
    0.09Q3, 2009
    0.16
    0.14
    0.14
    0.10Q2, 2009
    0.18
    0.13
    0.14
    0.08Q1, 2009
    0.50
    0.14
    0.43
    0.11TSX Venture Exchange
    OTCBBMonth
    High (Cdn$)
    Low (Cdn$)
    High (US$)
    Low (US$)August 2010
    0.20
    0.18
    0.16
    0.16July 2010
    0.21
    0.17
    0.19
    0.16June 2010
    0.23
    0.21
    0.20
    0.19May 2010
    0.24
    0.23
    0.23
    0.19April 2010
    0.25
    0.25
    0.23
    0.23March 2010
    0.25
    0.23
    0.23
    0.22


|B. | Plan of Distribution
|-- | --------------------

Not applicable.

23

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|C. | Markets
|-- | -------

On February 17, 2005, the Company transferred its listing to
NEX, a separate board of TSX Venture Exchange. Currently, the Company's common
shares trade on NEX under the symbol QZM.H, and certain broker-dealers in the
United States make market in the Company's shares on the OTC Bulletin Board
under the symbol QZMRF.

Prior to February 17, 2005, the Company's common shares were
listed and traded in Canada on Tier 2 on the TSX Venture Exchange, under the
symbol QZM.V. The transition to Tier 2 became effective December 23, 2003. Prior
to this, the Company traded on Tier 3 on the TSX Venture Exchange.

|D. | Selling Shareholders
|-- | --------------------

Not applicable.

|E. | Dilution
|-- | --------

Not applicable.

|F. | Expenses of the Issue
|-- | ---------------------

Not applicable.

|ITEM 10 | ADDITIONAL
      INFORMATION
|------- | ----------------------------

|A. | Share Capital
|-- | -------------

Not applicable.

|B. | Memorandum and Articles of Association
|-- | --------------------------------------

Quartz's original corporate constituting documents comprised of
the Memorandum and Articles of Association were registered with the British
Columbia Registrar of Companies under Corporation No. BC0253743. A copy of the
Company's original Articles of Association was filed as an exhibit with Quartz's
initial registration statement on Form 20-F.

In March 2004, the Company Act (British Columbia) (the "BCCA")
was replaced by the Business Corporations Act (British Columbia) (the "BCA").
All companies incorporated under the BCCA were required to complete a transition
application to the BCA by March 29, 2006. The directors of the Company
authorized the Company to file a transition application with the Registrar of
Companies and to comply with the BCA.

Under the BCA, every "pre-existing company' remained subject to
certain "Pre-existing Company Provisions" contained in the BCCA unless such
provisions were removed with the approval of the shareholders. In order to take
full advantage of the flexibility offered by the BCA, the shareholders adopted a
special resolution on January 25, 2006 authorizing the removal of the
Pre-existing Company Provisions and the adoption by the Company of a new form of
Articles that incorporates provisions permitted under the BCA. The articles of a
company, among other things, set out rules for the conduct of its business and
affairs.

The Company subsequently filed a Notice of Articles with the
Registrar of Companies on February 17, 2006. The Notice of Articles and the
Articles constitute the constating documents of the Company, and have superseded
the Memorandum and Articles of Association.

Borrowing Powers

Under the original Articles of Association, the Company could
borrow money, issue bonds, debentures and other debt obligations and mortgage,
charge, or give security on the undertaking, or on the whole or any part of the
property and assets, of the Company (both present and future). Under the BCA,
companies are also permitted, without restriction (other than general corporate
governance principles), to guarantee repayment of money by any other person or
the performance of any obligation of any other person. This change reflected the
modernization of corporate legislation to effectively respond to increasingly
complex financial transactions that companies may enter into in the course of
their business. As a result, the Company's Articles now provide that the Company
may guarantee the repayment of money by any other person or the performance of
any obligation of any other person.

Share Certificates

Under the original Articles of Association, a shareholder was
entitled to a share certificate representing the number of shares of the Company
held. Under the BCA, a shareholder is entitled to a share certificate
representing the number of shares of the Company held or a written
acknowledgement of the shareholder's right to obtain such a share certificate.
As a result, the Articles now provide for this additional right. The addition of the ability to issue a
written acknowledgement is very useful for public companies such as the Company,
since it permits flexibility in corporate and securities transmissions.

24

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Indemnity Provisions

Under the BCCA, the Company could only indemnify directors
where it obtained prior court approval, except in certain limited circumstances.
The original Articles of Association provided for the Company to indemnify
directors, subject to the provisions of the BCCA. Under the BCA, the Company is
permitted (and is, in some circumstances, required) to indemnify a past or
present director or officer of the Company or an associated corporation without
obtaining prior court approval in respect of an "eligible proceeding". An
"eligible proceeding" includes any legal proceeding relating to the activities
of the individual as a director or officer of the Company. However, under the
BCA, the Company is prohibited from paying an indemnity if:

(a) the party did not act honestly and in good faith with a
view to the best interests of the Company;

(b) the proceeding was not a civil proceeding and the party did
not have reasonable grounds for believing that his or her conduct was lawful;
and

(c) the proceeding is brought against the party by the Company
or an associated corporation.

As a result, the Articles require the Company to indemnify
directors, officers and other persons, subject to the limits imposed under the
BCA.

Alternate Directors

The original Articles of Association permitted a director to
appoint another director as his alternate. The Company's Articles now permit a
director to appoint anyone as his alternate, as long as that person is qualified
to act as a director.

Amendment of Articles and Notice of Articles

The Articles provide that the general authority required to
amend all provisions of the Company's Articles and the Notice of Articles, other
than as set out in the BCA as specifically requiring a special resolution, can
be effected as an ordinary or by directors' resolution. The Company's Articles
provide that the Company may amend provisions of the Articles and Notice of
Articles relating to certain aspects of its Shares and authorized share
structure by ordinary resolution. A share consolidation or a share split and
name change of the Company can only be done by a resolution of the directors.
The default provision under the BCA is a special resolution where the Articles
are silent as to the type of resolution required. The Articles also provide that
the attachment, variation and deletion of special rights and restrictions to any
class of shares may be authorized by ordinary resolution. If the amendment
prejudices or interferes with the rights or special rights attached to any class
of issued shares, by the provisions of the BCA, the consent of the holders of
that class of shares by a "special separate resolution" is required.

All special resolutions of the Company must be adopted by a
majority of two-thirds of votes cast.

Shareholders' Meetings

In addition to reflecting the present notice and other
provisions of the BCA relating to shareholders' meetings, the Articles provide
that shareholders' meetings may be held at such place as is determined by the
directors.

The Articles permit the giving of notice to shareholders,
directors and officers by fax or e-mail in addition to regular mail or personal
delivery.

Officers

Under the original Articles of Association, the Company was
required to have at least a President and Secretary as officers, and separate
individuals were required to hold those positions. In addition, the Chairman and
President were required to be directors. However, under the BCA, those
requirements no longer exist, and as a result, the Articles do not provide for
such restrictions.

Disclosure of Interest of Directors

The Articles reflect the provisions of the BCA relating to the
disclosure of interest by directors, which superseded more the cumbersome and
outdated provisions contained under the BCCA.

Creation of Preferred Shares

Under the original Articles of Association, the creation of a
new class of shares required the approval of the shareholders of the Company by
a special resolution adopted by a majority of three-quarters of votes cast .

The authorized share structure of the Company now includes, in
addition to a class of common shares without par value and without a maximum
number, a class of Preferred Shares without par value and without a maximum number. The Preferred Shares may be issued in
series on such terms as determined by the Company's directors in accordance with
the class rights and restrictions.

25

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The special rights and restrictions attaching to the Preferred
Shares are set forth in Article 26 of the Articles, and effectively provide the
directors with wide latitude to create a series of Preferred Shares which may be
convertible into Common Shares, and have attached to them rights that rank ahead
of common shares in respect of entitlement to assets and dividends.

|C. | Material Contracts
|-- | ------------------

Quartz's only material contract as of September 30, 2010 is:

- Geological Management and Administrative Services Agreement with HDSI,
  dated for reference June 1, 2008. See Item
  7B.

|D. | Exchange Controls
|-- | -----------------

Quartz is incorporated pursuant to the laws of the Province of
British Columbia, Canada. There is no law or governmental decree or regulation
in Canada that restricts the export or import of capital, or affects the
remittance of dividends, interest or other payments to a non-resident holder of
common shares, other than withholding tax requirements. Any such remittances to
United States residents are generally subject to withholding tax, however no
such remittances are likely in the foreseeable future. See "Taxation", below. There is no limitation imposed by
Canadian law or by the charter or other constituent documents of the Company on
the right of a non-resident to hold or vote common shares of the Company, other
than as provided in the Investment Canada Act (Canada) ("Investment Act").

The following discussion summarizes the principal features of
the Investment Act for a non-resident who proposes to acquire common shares of
the Company. It is general only, it is not a substitute for independent legal
advice from an investor's own advisor, and it does not anticipate statutory or
regulatory amendments.

The Investment Act is a federal statute of broad application
regulating the establishment and acquisition of Canadian businesses by
non-Canadians, including individuals, governments or agencies thereof,
corporations, partnerships, trusts or joint ventures (each an "entity").
Non-Canadians proposing to establish a new Canadian business or acquire control
of an existing Canadian business must file either an application for review
(before completing the investment) or a post-closing notification (within 30
days of implementation of the investment) to the Director of Investments, who is
appointed by the Minister of Industry. Whether a post-closing notification or a
full application for review will be required will depend on the type of Canadian
business involved and the value of the business. If an investment is reviewable
under the Investment Act, the Investment Act prohibits implementation of the
investment unless the Minster of Industry is satisfied that the investment is
likely to be of net benefit to Canada.

A non-Canadian would acquire control of the Company for the
purposes of the Investment Act through the acquisition of common shares if the
non-Canadian acquired a majority of the common shares of the Company. Further,
the acquisition of less than a majority but one third or more of the common
shares of the Company would be presumed to be an acquisition of control of the
Company unless it could be established that, on the acquisition, the Company was
not controlled in fact by the acquirer through the ownership of common
shares.

For a direct acquisition that would result in an acquisition of
control of the Company, subject to the exception for "WTO-investors" that are
controlled by persons who are resident in World Trade Organization ("WTO")
member nations, a proposed investment would be reviewable where the value of the
acquired assets is CAD $5 million or more, or if an order for review was made by
the federal cabinet on the grounds that the investment related to Canada's
cultural heritage or national identity, regardless of the value of the assets of
the Company.

For a proposed indirect acquisition that would result in an
acquisition of control of the Company through the acquisition of a non-Canadian
parent entity, the investment would be reviewable where (a) the value of the
Canadian assets acquired in the transaction is CAD $50 million or more, or (b)
the value of the Canadian assets is greater than 50% of the value of all of the
assets acquired in the transaction and the value of the Canadian assets is CAD
$5 million or more.

In the case of a direct acquisition by or from a "WTO
investor", the threshold is significantly higher, and is adjusted for inflation
each year. The 2010 threshold is CAD$299 million. Other than the exception noted
below, an indirect acquisition involving a WTO investor is not reviewable under
the Investment Act.

The higher WTO threshold for direct investments and the
exemption for indirect investments do not apply where the relevant Canadian
business is carrying on the following businesses that have been deemed to be
sensitive: (i) the production of uranium and the ownership of an interest in a
producing uranium property in Canada; (ii) the provision of any "financial
service"; (iii) the provision of any "transportation service"; or (iv) a
"cultural business".

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Certain transactions relating to common shares of the Company
are exempt from the Investment Act, including

(a) acquisition of common shares of the Company by a person in
the ordinary course of that person's business as a trader or dealer in
securities,

(b) acquisition of control of the Company in connection with
the realization of security granted for a loan or other financial assistance and
not for a purpose related to the provisions on the Investment Act, and

(c) acquisition of control of the Company by reason of an
amalgamation, merger, consolidation or corporate reorganization following which
the ultimate direct or indirect control in fact of the Company, through the
ownership of common shares, remained unchanged.

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

Canadian Federal Income Tax Consequences

The following, in management's understanding, summarizes the
material Canadian federal income tax consequences generally applicable to the
holding and disposition of common shares by a holder (in this summary, a "U.S.
Holder") who, (a) for the purposes of the Income Tax Act (Canada) (the "Tax
Act"), is not resident in Canada, deals at arm's length with Quartz, holds the
common shares as capital property and does not use or hold the common shares in
the course of carrying on, or otherwise in connection with, a business in
Canada, and (b) for the purposes of the Canada-United States Income Tax
Convention, 1980 (the "Treaty"), is a resident solely of the United States, has
never been a resident of Canada, and has not held or used (and does not hold or
use) common shares in connection with a permanent establishment or fixed base in
Canada. This summary does not apply to traders or dealers in securities, limited
liability companies, tax-exempt entities, insurers, financial institutions
(including those to which the mark-to-market provisions of the Tax Act apply),
or any other U.S. Holder to which special considerations apply.

This summary is
  based on the current provisions of the Tax Act, including all regulations
  thereunder, the Treaty, all proposed amendments to the Tax Act, the regulations
  and the Treaty publicly announced by the Government of Canada to the date
  hereof, and the current administrative practices of the Canada Revenue Agency.
  It has been assumed that all currently proposed amendments will be enacted as
  proposed and that there will be no other relevant change in any governing law or
  administrative practice, although no assurances can be given in these respects.
  This summary does not take into account provincial, U.S., state or other foreign
  income tax law or practice. The tax consequences to any particular U.S. Holder
  will vary according to the status of that holder as an individual, trust,
  corporation, partnership or other entity, the jurisdictions in which that holder
  is subject to taxation, and generally according to that holder's particular
  circumstances. Accordingly, this summary is not, and is not to be construed as,
  Canadian tax advice to any particular U.S. Holder.

Dividends

Dividends paid or deemed to be paid to a U.S. Holder by Quartz
will be subject to Canadian withholding tax. Under the Treaty, the rate of
withholding tax on dividends paid to a U.S. Holder is generally limited to 15%
of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation
and beneficially owns at least 10% of Quartz's voting shares). Quartz will be
required to withhold the applicable withholding tax from any such dividend and
remit it to the Canadian government for the U.S. Holder's account.

Disposition

A U.S. Holder is not subject to tax under the Tax Act in
respect of a capital gain realized on the disposition of a common share in the
open market unless the share is "taxable Canadian property" to the holder
thereof and the U.S. Holder is not entitled to relief under the Treaty. A common
share will be taxable Canadian property to a U.S. Holder if, at any time during
the 60 months preceding the disposition, the U.S. Holder or persons with whom
the U.S. Holder did not deal at arm's length alone or together owned, or had
rights to acquire, 25% or more of Quartz's issued shares of any class or
series.

A U.S. Holder whose common shares do constitute taxable
Canadian property, and who might therefore be liable for Canadian income tax
under the Tax Act, will generally be relieved from such liability under the
Treaty unless the value of such shares at the time of disposition is derived
principally from real property situated in Canada.

United States Tax Consequences

United States Federal Income Tax Consequences

The following is, in management's understanding, a discussion
of material United States federal income tax consequences, under current law,
generally applicable to a U.S. Holder (as hereinafter defined) of common shares
of Quartz. This discussion does not address all potentially relevant federal
income tax matters and it does not address consequences peculiar to persons
subject to special provisions of federal income tax law, such as those described
below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or
foreign tax consequences (see "Taxation Canadian Federal
Income Tax Consequences" above). Accordingly, holders and prospective
holders of common shares of Quartz should consult their own tax advisors about
the specific federal, state, local, and foreign tax consequences to them of
purchasing, owning and disposing of common shares of Quartz, based upon their
individual circumstances.

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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 and which are subject to differing
interpretations. This discussion does not consider the potential effects, both
adverse and beneficial, of any proposed legislation which, if enacted, could be
applied, possibly on a retroactive basis, at any time.

U.S. Holders

As used herein, a "U.S. Holder" means a holder of common shares
of Quartz who is a citizen or individual resident of the United States, a
corporation or partnership created or organized in or under the laws of the
United States or of any political subdivision thereof, an entity created or
organized in or under the laws of the United States or any political subdivision
thereof which has elected to be treated as a corporation for United States
income tax purposes (under Treasury Regulation section 301.7701 -3), an estate
whose income is taxable in the United States irrespective of source or a trust
subject to the primary supervision of a court within the United States and
control of a United States fiduciary as described in Section 7701(a)(30) of the
Code. This summary does not address the tax consequences to, and U.S. Holder
does not include, persons subject to specific provisions of federal income tax
law, such as tax-exempt organizations, qualified retirement plans, individual
retirement accounts and other tax-deferred accounts, financial institutions,
insurance companies, real estate investment trusts, regulated investment
companies, broker-dealers, non-resident alien individuals, persons or entities
that have a "functional currency" other than the U.S. dollar, shareholders
subject to the alternative minimum tax, shareholders who hold common shares as
part of a straddle, hedging or conversion transaction, and shareholders who
acquired their common shares through the exercise of employee stock options or
otherwise as compensation for services. This summary is limited to U.S. Holders
who own common shares as capital assets and who own (directly and indirectly,
pursuant to applicable rules of constructive ownership) no more than 5% of the
value of the total outstanding stock of Quartz. This summary does not address
the consequences to a person or entity holding an interest in a shareholder or
the consequences to a person of the ownership, exercise or disposition of any
options, warrants or other rights to acquire common shares. In addition, this
summary does not address special rules applicable to United States persons (as
defined in Section 7701(a)(30) of the Code) holding common shares through a
foreign partnership or to foreign persons holding common shares through a
domestic partnership.

Distribution on Common Shares of Quartz

In general, U.S. Holders receiving dividend distributions
(including constructive dividends) with respect to common shares of Quartz are
required to include in gross income for United States federal income tax
purposes the gross amount of such distributions, equal to the U.S. dollar value
of such distributions on the date of receipt (based on the exchange rate on such
date), to the extent that Quartz has current or accumulated earnings and
profits, without reduction for any Canadian income tax withheld from such
distributions. Such Canadian tax withheld may be credited, subject to certain
limitations, against the U.S. Holder's federal income tax liability or,
alternatively, may be deducted in computing the U.S. Holder's federal taxable
income by those who itemize deductions. (See more detailed discussion at
"Foreign Tax Credit" below). To the extent that distributions exceed current or
accumulated earnings and profits of Quartz, they will be treated first as a
return of capital up to the U.S. Holder's adjusted basis in the common shares
and thereafter as gain from the sale or exchange of property. Subject to the
passive foreign investment company rules discussed below, preferential tax rates
for long-term capital 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.

In the case of foreign currency received as a dividend that is
not converted by the recipient into U.S. dollars on the date of receipt, a U.S.
Holder will have a tax basis in the foreign currency equal to its U.S. 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 U.S. dollars, will be ordinary income or loss. However, an
individual whose realized gain does not exceed $200 will not recognize that
gain, provided that there are no expenses associated with the transaction that
meet the requirements 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.

Dividends paid on the common shares of Quartz generally will
not be eligible for the dividends received deduction provided to corporations
receiving dividends from certain United States corporations. A U.S. Holder which
is a corporation and which owns shares representing at least 10% of the voting
power and value of Quartz may, under certain limited circumstances, be entitled
to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of the
voting power and value of Quartz) deduction of the United States source portion of dividends received from Quartz (unless
Quartz qualifies as a "foreign personal holding company" or a "passive foreign
investment company," as defined below). Quartz does not anticipate that it will
earn any United States income, however, and therefore, does not anticipate that
any U.S. Holder will be eligible for the dividends received deduction.

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Under current Treasury Regulations, dividends paid on Quartz
common shares, if any, may not be subject to information reporting and generally
may not be subject to U.S. backup withholding tax. However, dividends and the
proceeds from a sale of Quartz common shares paid in the U.S. through a U.S. or
U.S. related paying agent (including a broker) will be subject to U.S.
information reporting requirements and may also be subject to a U.S. backup
withholding tax, unless the paying agent is furnished with a duly completed and
signed Form W-9. Any amounts withheld under the U.S. backup withholding tax
rules will be allowed as a refund or a credit against the U.S. Holder's U.S.
federal income tax liability, provided the required information is furnished to
the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
Canadian income tax with respect to the ownership of common shares of Quartz may
be entitled, at the option of the U.S. Holder, to either receive 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 generally applies to all foreign taxes paid by (or withheld from) the U.S.
Holder during that year. There are significant and complex limitations which
apply to the credit, among which is the general limitation that the credit
cannot exceed the proportionate share of the U.S. Holder's United States income
tax liability that the U.S. 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.
In addition, this limitation is calculated separately with respect to two
specific classes of income: "passive income, and "general income". Dividends
distributed by Quartz will generally constitute "passive income" for these
purposes. Prior to January 1, 2007, there were nine specific classes of income
rather than the two stated here. The availability of the foreign tax credit and
the application of the limitations on the credit are fact specific, and U.S.
Holders of common shares of Quartz should consult their own tax advisors
regarding their individual circumstances.

Disposition of Common Shares of Quartz

In general, U.S. Holders will recognize gain or loss upon the
sale of common shares of Quartz 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 the common shares of Quartz. Unless Quartz is a
passive foreign investment company, as defined below, preferential tax rates
apply to long-term capital gains of U.S. Holders which are individuals, estates
or trusts. In general, gain or loss on the sale of common shares of Quartz will
be long-term capital gain or loss if the common shares are a capital asset in
the hands of the U.S. Holder and are held for more than one year. Deductions for
net capital losses are subject to significant limitations. For U.S. Holders
which are not corporations, 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 U.S. Holders that are corporations (other than
corporations subject to Subchapter S of the Code), an unused net capital loss
may be carried back three years 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

Set forth below are certain material exceptions to the
above-described general rules describing the United States federal income tax
consequences resulting from the holding and disposition of common shares:

Passive Foreign Investment Company

United States income tax law contains rules governing "passive
foreign investment companies" ("PFIC") which can have significant tax effects on
U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
formed in the United States if, for any taxable year, either (i) 75% or more of
its gross income is "passive income," which includes interest, dividends and
certain rents and royalties or (ii) the average percentage, by fair market value
(or, if the corporation is not publicly traded and either is a controlled
foreign corporation or makes an election, by adjusted tax basis), of its assets
that produce or are held for the production of "passive income" is 50% or more.
In the event that Quartz qualifies as a PFIC for the fiscal year ending July 31,
2009, or in future fiscal years, each U.S. Holder of Quartz is urged to consult
a tax advisor with respect to how the PFIC rules affect such U.S. Holder's tax
situation.

Each U.S. Holder who holds stock in a foreign corporation
during any year in which such corporation qualifies as a PFIC is subject to
United States federal income taxation under one of three alternative tax regimes
at the election of such U.S. Holder. The following is a discussion of such
alternative tax regimes applied to such U.S. Holders of Quartz. In addition,
special rules apply if a foreign corporation qualifies
as both a PFIC and a "controlled foreign corporation" (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation (See
more detailed discussion at "Controlled Foreign Corporation" below).

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A U.S. Holder who elects to treat Quartz as a qualified electing fund ("QEF") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year to which the election applies in which Quartz qualifies as a PFIC on
his pro rata share of Quartz's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain, and (ii) "ordinary earnings" (the excess of earnings and profits over
net capital gain), which will be taxed as ordinary income, in each case, for the shareholder's taxable year in which (or with which) Quartz's taxable year ends, regardless of whether such amounts are actually distributed. A U.S. Holder's tax basis
in the common shares will be increased by any such amount that is included in income but not distributed.

The procedure a U.S. Holder must comply with in making an effective QEF election, and the consequences of such election, will depend on whether
  the year of the election is the first year in the U.S. Holder's holding period in which Quartz is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a "timely" QEF election, then the U.S. Holder may make the QEF election by
  simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, Quartz qualified as a PFIC in a prior year during the U.S. Holder's holding period, then, in order to avoid the Section 1291
  rules discussed below, in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein), (i) any gain that he would otherwise recognize if the U.S. Holder sold his stock on the
  qualification date or (ii) if Quartz is a controlled foreign corporation, the U.S. Holder's pro rata share of Quartz's post-1986 earnings and profits as of the qualification date.  The qualification date is the first day of Quartz's first tax year
  in which Quartz qualified as a QEF with respect to such U.S. Holder. For purposes of this discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii) an untimely QEF election and either of the above-described gain-recognition elections
  under Section 1291 is referred to herein as an "Electing U.S. Holder." A U.S. Holder who holds common shares at any time during a year of Quartz in which Quartz is a PFIC and who is not an Electing U.S. Holder (including a U.S. Holder who makes an
  untimely QEF election and makes neither of the above-described gain-recognition elections) is referred to herein as a "Non-Electing U.S. Holder".  An Electing U.S. Holder (i) generally treats any gain realized on the disposition of his Quartz common
  shares as capital gain; and (ii) may either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of Quartz's annual realized net
  capital gain and ordinary earnings subject, however, to an interest charge.  If the U.S. Holder is not a corporation, any interest charge imposed under the PFIC regime would be treated as "personal interest" that is not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF election, Quartz must provide certain information regarding its net capital gains and ordinary earnings and permit its books and records to be examined to verify such information. Quartz
intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to Quartz. Quartz urges each U.S. Holder to consult a tax advisor regarding the availability of, and procedure for
making, the QEF election.

A QEF election, once made with respect to Quartz, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If a QEF election
is made by a U.S. Holder and Quartz ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which Quartz does not qualify as a PFIC. Therefore, if Quartz again
qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which Quartz qualifies as a
PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in the shares of Quartz. Therefore, if
such U.S. Holder reacquires an interest in Quartz, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which Quartz qualifies as a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his Quartz common shares and (ii) certain
"excess distributions," as defined in Section 1291(b), by Quartz.

A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his Quartz common shares and all excess distributions on his Quartz common shares over the entire holding period for the common shares. All
gains or excess distributions allocated to prior years of the U.S. Holder (excluding any portion of the holder's period prior to the first day of the first year of Quartz (i) which began after December 31, 1986, and (ii) for which Quartz was a PFIC)
would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had
been due with respect to each such prior year. A Non-Electing U.S. Holder that is not a corporation must treat this interest charge as "personal interest" which, as discussed above, is wholly non-
deductible. The balance, if any, of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance. In certain
circumstances, the sum of the tax and the PFIC interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the U.S. Holder.

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If Quartz is a PFIC for any taxable year during which a
  Non-Electing U.S. Holder holds Quartz common shares, then Quartz will continue to be treated as a PFIC with respect to such Quartz common shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed
  PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Quartz common shares had been sold on the last day of the last taxable year for which it was a PFIC.

Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. 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 annually (a
"mark-to-market election"). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder
after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to Quartz common shares. A U.S. Holder who makes the mark-to
market election will include in income for each taxable year as ordinary income for which the election is in effect an amount equal to the excess, if any, of the fair market value of the common shares of Quartz as of the close of such tax year over
such U.S. Holder's adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder's adjusted tax basis in the common 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 the common shares in Quartz included by such U.S. Holder for prior tax years, including any amount which would have been treated as a
mark-to-market gain for any prior tax year but for the Section 1291 rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder's
adjusted tax basis in the common shares of Quartz will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is
made and to each subsequent taxable year, unless Quartz common shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election.  Because the IRS has not established procedures for making a mark-to-market
election, U.S. Holders should consult their tax advisor regarding the manner of making such an election.  No view is expressed regarding whether common shares of Quartz are marketable for these purposes or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders 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 Quartz common shares in the hands of the transferee and the basis of any property received in the exchange for those common
shares would be increased by the amount of gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would 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. In the case of a transfer by an Electing U.S. Holder upon death, for example, the transferee's basis is generally equal to the fair market value of
the Electing U.S. Holder's common shares as of the date of death under Section 1014 of the Code. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder
of Quartz is urged to consult a tax advisor with respect to how the PFIC rules affect his or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with respect to common shares of Quartz, certain adverse rules may apply in the event that both Quartz and any foreign corporation in which Quartz directly or indirectly holds shares is a PFIC
(a "lower-tier PFIC"). Pursuant to certain Proposed Treasury Regulations, a U.S. Holder would be treated as owning his or its proportionate amount of any lower-tier PFIC shares, and generally would be subject to the PFIC rules with respect to such
indirectly-held PFIC shares unless such U.S. Holder makes a timely QEF election with respect thereto. Quartz intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to each
subsidiary of Quartz that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who does not make a timely QEF election with respect to a lower-tier PFIC generally would be subject to tax (and the PFIC interest charge) on (i) any excess distribution deemed to have been
received with respect to his or its lower-tier PFIC shares and (ii) any gain deemed to arise from a so-called "indirect disposition" of such shares. For this purpose, an indirect disposition of lower-tier PFIC shares would generally include (i) a
disposition by Quartz (or an intermediate entity) of lower-tier PFIC shares, and (ii) any other transaction resulting in a dilution of the U.S. Holder's proportionate ownership of the lower-tier PFIC, including an issuance of additional common
shares by Quartz (or an intermediate entity or the lower tier PFIC).  Accordingly, each prospective U.S. Holder should be aware that he or it could be
subject to tax even if such U.S. Holder receives no distributions from Quartz
and does not dispose of its common shares.

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Quartz strongly urges each prospective U.S. Holder to consult a
tax advisor with respect to the adverse rules applicable, under the Proposed
Treasury Regulations, to U.S. Holders of lower-tier PFIC shares.

Certain
  special, generally adverse, rules will apply with respect to Quartz common
  shares while Quartz is a PFIC unless the U.S. Holder makes a timely QEF
  election. For example under Section 1298(b)(6) of the Code, a U.S. Holder who
  uses PFIC stock as security for a loan (including a margin loan) will, except as
  may be provided in regulations, be treated as having made a taxable disposition
  of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
classes of shares entitled to vote or the total value of the shares of Quartz is
owned, actually or constructively, 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)), each of which own, actually or constructively, 10% or more of the
total combined voting power of all classes of shares entitled to vote of Quartz
("United States Shareholder"), Quartz could be treated as a controlled foreign
corporation ("CFC") under Subpart F of the Code. This classification would
affect many complex results, one of which is the inclusion of certain income of
a CFC which is subject to current U.S. tax. The United States generally taxes
United States Shareholders of a CFC currently on their pro rata shares of the
Subpart F income of the CFC. Such United States Shareholders are generally
treated as having received a current distribution out of the CFC's Subpart F
income and are also subject to current U.S. tax on their pro rata shares of
increases in the CFC's earnings invested in U.S. property. The foreign tax
credit described above may reduce the U.S. tax on these amounts. In addition,
under Section 1248 of the Code, gain from the sale or exchange of shares by a
U.S. Holder of common shares of Quartz which is or was a United States
Shareholder at any time during the five-year period ending on the date of the
sale or exchange is treated as ordinary income to the extent of earnings and
profits of Quartz attributable to the shares sold or exchanged. If a foreign
corporation is both a PFIC and a CFC, the foreign corporation generally will not
be treated as a PFIC with respect to United States Shareholders of the CFC. This
rule generally will be effective for taxable years of United States Shareholders
beginning after 1997 and for taxable years of foreign corporations ending with
or within such taxable years of United States Shareholders. Special rules apply
to United States Shareholders who are subject to the special taxation rules
under Section 1291 discussed above with respect to a PFIC. Because of the
complexity of Subpart F, a more detailed review of these rules is outside of the
scope of this discussion. Quartz does not believe that it currently qualifies as
a CFC. However, there can be no assurance that Quartz will not be considered a
CFC for the current or any future taxable year.

|F. | Dividends and Paying Agents
|-- | ---------------------------

Not applicable.

|G. | Statement by Experts
|-- | --------------------

Not applicable.

|H. | Documents on Display
|-- | --------------------

Exhibits attached to this Form 20-F are also available for
viewing on EDGAR at www.sec.gov, or at the offices of the Company, Suite 1020 -
800 West Pender Street, Vancouver, British Columbia V6C 2V6 or on request of the
Company at 604-684-6365, attention: Investor Relations Department. Copies of the
Company's Canadian GAAP financial statements and other continuous disclosure
documents required under the British Columbia Securities Act are available for
viewing on the internet at www.sedar.com.

|I. | Subsidiary Information
|-- | ----------------------

Not applicable.

|ITEM 11 | QUANTITATIVE AND
      QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------------

|A. | Transaction Risk and Currency Risk
      Management
|-- | ---------------------------------------------------

The Company is exposed in varying degrees to a variety of
financial instrument related risks. The Board approves and monitors the risk
management processes, inclusive of documented treasury policies, counterparty
limits, and controlling and reporting structures.

|B. | Exchange Rate Sensitivity
|-- | -------------------------

The Company is exposed to foreign exchange risk as its
operating expenses are primarily incurred in Canadian dollars. The results of
the Company's operations are subject to currency transaction risk and currency translation risk. The operating results and financial
position of the Company are reported in United States dollars in the Company's
consolidated financial statements. The fluctuation of the Canadian dollar in
relation to the United States dollar will consequently have an impact upon the
losses incurred by the Company and may also affect the value of the Company's
assets and the amount of shareholders' equity.

32

---

The Company has not entered into any agreements or purchased
any instruments to hedge possible currency risks at this time.

As at July 31, 2010 the Company held financial assets and
financial liabilities denominated in Canadian dollars in the equivalent amount
of US dollars of $252,398 (2009 - $132,008) and $9,864 (2009 -$55,838),
respectively.

|C. | Interest Rate Risk and Equity Price Risk
|-- | ----------------------------------------

The Company is subject to interest rate risk with respect to
its investments in cash and cash equivalents. The Company's policy is to invest
cash at fixed rates of interest and cash reserves are to be maintained in cash
and cash equivalents in order to maintain liquidity, while achieving a
satisfactory return for shareholders. Fluctuations in interest rates when the
cash and cash equivalents mature impact interest income earned.

As at July 31, 2010 the Company held cash and cash equivalents
in financial institutions in the amount of $251,240 (2009 - $391,040)

|D. | Commodity Price Risk
|-- | --------------------

While the value of the Company's resource properties, if any,
can always be said to relate to the price of precious metals and the outlook for
same, the Company does not have any operating mines and hence does not have any
hedging or other commodity based operational risks respecting its business
activities.

|ITEM 12 | DESCRIPTION OF
      SECURITIES OTHER THAN EQUITY SECURITIES
|------- | ------------------------------------------------------------

Not applicable.

|ITEM 13 | DEFAULTS, DIVIDEND
      ARREARAGES AND DELINQUENCIES
|------- | -----------------------------------------------------

Not applicable.

ITEM 14
    MATERIAL MODIFICATIONS
      TO THE RIGHTS OF SECURITY HOLDERS****AND USE OF PROCEEDS****


Not applicable.

|ITEM 15 | CONTROLS AND PROCEDURES
|------- | -----------------------

The management of the Company is responsible for establishing
and maintaining adequate internal controls over financial reporting. The
Company's internal control system was designed to provide reasonable assurance
to the Company's management and the board of directors regarding the preparation
and fair presentation of published financial statements. Internal control over
financial reporting includes those policies and procedures that: (1) pertain to
the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements. All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.

The Company's management, with the participation of the Chief
Executive Officer and the Principal Accounting Officer, has evaluated the
effectiveness of internal control over financial reporting based on the
framework and criteria established in Internal Control  Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management has concluded that internal control
over financial reporting was effective as of July 31, 2010, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements in accordance
with GAAP.

33

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There have been no changes in the Company's internal control
over financial reporting during the period covered by this report that could
have materially affected or are reasonably likely to materially affect the
Company's internal control over financial reporting.

Disclosure Controls and Procedures

As of the end of the period covered by this report, our
management carried out an evaluation, with the participation of our Chief
Executive Officer and Principal Accounting Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")).
Based upon that evaluation, our Chief Executive Officer and Principal Accounting
Officer concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed in reports that we file or submit under the Exchange Act, and to
ensure that required information is gathered and communicated to the Company's
management so that decisions can be made about timely disclosure of that
information. While our Chief Executive Officer and our Principal Accounting
Officer believe that our disclosure controls and procedures provide a reasonable
level of assurance of effectiveness, they do not expect that our disclosure
controls and procedures or internal control over financial reporting will
prevent all errors and fraud. A control system, no matter how well conceived or
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system will be met.

|ITEM 16  | [RESERVED]                            
|-------- | --------------------------------------
|         |                                       
|ITEM 16A | AUDIT COMMITTEE
      FINANCIAL EXPERT

The members of the audit committee are Brian F. Causey, T.
Barry Coughlan and Gordon J. Fretwell. The Board of Directors has determined
that Mr. Causey qualifies as a "financial expert" under the rules of the
Securities and Exchange Commission, based on his education and experience. Mr.
Causey is "independent", as that term is defined in section 803 of the NYSE Amex
Company Guide. Mr. Causey is an accredited Chartered Accountant in Canada.

Each Audit Committee member is able to read and understand
fundamental financial statements.

|ITEM 16B | CODE OF
      ETHICS
|-------- | --------------------

The Company's board of directors has adopted a written Code of
Ethics governing directors, officers and employees. The Code of Ethics sets
forth written standards that are designed to deter wrongdoing and to meet the
Company's core vision: to become a successful and innovative mining and mineral
exploration corporation.

In order to achieve the Company's vision the following values
are to be included in all activities:

| | a) | Responsibly explore for and develop mineral
    resources;                                              
| | -- | --------------------------------------------------------------------------------------------------------
| | b) | Be respectful of the environment;                                                                       
| | c) | Be an industry leader and participate in industry
      organizations devoted to improving the industry;
| | d) | Be a strong and honest competitor;                                                                      
| | e) | Be a responsible corporate citizen and contribute to the
      community;                               
| | f) | Deal fairly with our customers, suppliers and joint
      venture participants;                         
| | g) | Provide a safe and rewarding work environment;
  and                                                    
| | h) | Deliver value to shareholder.                                                                           

The board of directors monitors compliance with the Code of
Ethics by ensuring that all Company personnel have read and understood the Code
of Ethics, and by charging management with bringing to the attention of the
board of directors any issues that arise with respect to the Code of Ethics.

During the most recently completed fiscal year, the Company has
neither: (a) amended its Code of Ethics; nor (b) granted any waiver (including
any implicit waiver) form any provision of its Code of Ethics.

|ITEM 16C | PRINCIPAL ACCOUNTANT
      FEES AND SERVICES
|-------- | --------------------------------------------

The following table discloses the aggregate fees billed for
each of the last two fiscal years for professional services rendered by the
Company's audit firm, Davidson & Company LLP for various services. The figures in
the table below are expressed in Canadian Dollars.

34

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Services:
    Year endedJuly
      31, 2010
    July
      31, 2009Audit Fees (1)
    C$
      25,000
    C$
      22,000Audit Related Fees
      (2)
    
    Tax Fees (3)
    C$
      3,000
    C$
      3,000All Other Fees (4)
    
    C$
      28,000
    C$
      25,000


|Notes: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(1)    | "Audit Fees" include fees necessary to perform the annual
      audit and quarterly reviews of the Company's consolidated financial
      statements. Audit Fees include fees for review of tax provisions and for
      accounting consultations on matters reflected in the financial statements.
      Audit Fees also include audit or other attest services required by
      legislation or regulation, such as comfort letters, consents, reviews of
      securities filings and statutory audits.
|(2)    | "Audit-Related Fees" include services that are
      traditionally performed by the auditor. These audit-related services
      include employee benefit audits, due diligence assistance, accounting
      consultations on proposed transactions, internal control reviews and audit
      or attest services not required by legislation or regulation.                                                                                                                                                
|(3)    | "Tax Fees" include fees billed for professional services
      rendered by the principal accountant for tax compliance, tax advice, and
      tax planning.                                                                                                                                                                                                                                                                                                                                               
|(4)    | "All Other Fees" include fees billed for products and
      services provided by the principal accountant, other than the services
      reported in (1), (2) or (3) above.                                                                                                                                                                                                                                                                                                                               

From time to time, management of the Company recommends to and
requests approval from the audit committee for non-audit services to be provided
by the Company's auditors. The audit committee routinely considers such requests
at committee meetings, and if acceptable to a majority of the audit committee
members, pre-approves such non-audit services by a resolution authorizing
management to engage the Company's auditors for such non-audit services, with
set maximum dollar amounts for each itemized service. During such deliberations,
the audit committee assesses, among other factors, whether the services
requested would be considered "prohibited services" as contemplated by the SEC,
and whether the services requested and the fees related to such services could
impair the independence of the auditors. No material non-audit services were
provided by the Company's auditors during the year ended July 31, 2010.

|ITEM 16D | EXEMPTIONS FROM LISTING
      STANDARDS FOR AUDIT COMMITTEES
|-------- | ------------------------------------------------------------

Not applicable.

|ITEM 16E | PURCHASES OF EQUITY
      SECURITIES BY THE ISSUER AND AFFILIATED **PURCHASERS**
|-------- | --------------------------------------------------------------------------------

In the year ended July 31, 2010, the Company did not purchase
any of its issued and outstanding common shares pursuant to any repurchase
program or otherwise.

---

|ITEM 16F | CHANGE IN REGISTRANT'S
      CERTIFYING ACCOUNTANT
|-------- | --------------------------------------------------

None.

---

|ITEM 16G | CORPORATE
      GOVERNANCE
|-------- | --------------------------

Not applicable.

|ITEM 17 | FINANCIAL
      STATEMENTS
|------- | --------------------------

The following attached financial statements are incorporated
herein:

(1) Report of the Independent Registered Public Accounting Firm
on the consolidated balance sheets as at July 31, 2010 and 2009 and the
consolidated statements of operations and deficit, and cash flows for each of
the years in the three year period ended July 31, 2010;

35

---

(2) Consolidated balance sheets as at July 31, 2010 and
2009;

(3)Consolidated statements of operations and shareholders’ equity for each of the years in the three year period ended July 31, 2010;

(4) Consolidated statements of cash flows for the periods
referred to in (3) above;

(5) Notes to the consolidated financial statements.

|ITEM 18 | FINANCIAL
      STATEMENTS
|------- | --------------------------

Not applicable. See Item
17.

|ITEM 19 | EXHIBITS
|------- | --------

The following Exhibits have been filed with the Company's
Annual Report on Form 20-F in previous years:

Exhibit Number
    Description of Exhibit
    Note1.1
    Transition
      Application dated October 11, 2005
    Incorporated by reference from
      our Annual Report on Form 20-F for the year ended July 31, 2005, filed on
      January 10, 2006.1.2
    Notice of Articles dated October
      11, 2005
    Incorporated by reference from our Annual
      Report on Form 20-F for the year ended July 31, 2005, filed on January 10,
      2006.1.3
    Notice of
      Alteration of Articles dated October 11, 2005
    Incorporated by reference from
      our Annual Report on Form 20-F for the year ended July 31, 2005, filed on
      January 10, 2006.1.4
    Notice of Alteration dated
      February 17, 2006
    Incorporated by reference from our Annual
      Report on Form 20-F for the year ended July 31, 2006, filed on January 29,
      2007.1.5
    Notice of
      Articles dated February 17, 2006
    Incorporated by reference from
      our Annual Report on Form 20-F for the year ended July 31, 2006, filed on
      January 29, 2007.11.1
    Code of Ethics
    Incorporated by reference from our Annual
      Report on Form 20-F for the year ended July 31, 2005, filed on January 10,
      2006.99.1
    Audit Committee
      Charter
    Incorporated by reference from
      our Annual Report on Form 20-F for the year ended July 31, 2005, filed on
      January 10, 2006.


The following exhibits are filed with this Annual Report on
Form 20-F:

Exhibit
      Number
    Description of Exhibit1.6
    Articles4.1
    Quartz Mountain Resources Ltd. Stock Incentive
      Plan, approved by shareholders January 2007.4.5
    Geological and Management
      Services Agreement between Hunter Dickinson Inc. and the Company dated
      July 2, 201012.1
    Section 302 Certification of the Chief
      Executive Officer


36

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Exhibit Number
      Description of Exhibit12.2
      Section
      302 Certification of the Principal Accounting Officer13.1
      Section
          906 Certification of the Chief Executive Officer13.2
      Section
          906 Certification of the Principal Accounting Officer99.1
      Consolidated
          balance sheets as at July 31, 2010 and 2009; consolidated statements
          of operations and shareholder's equity, and cash flows for each of the years in the
          three year period ended July 31, 2010, together with the Report of Independent
          Registered Public Accounting Firm thereon;


SIGNATURES

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

QUARTZ MOUNTAIN RESOURCES LTD.

|/s/ Rene G
      Carrier  | 
|------------------------- | 
|RENE G CARRIER            | 
|Director and President    | 
|Per:    Rene G Carrier    | 
|President                 | 
|Dated: September 30, 2010 | 

37

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