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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, 2011 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 number 0-15490

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

BRITISH COLUMBIA, CANADA(Jurisdiction of
incorporation or organization)

15thFloor, 1040 West Georgia Street
Vancouver, British Columbia, Canada, V6E 4H1(Address of
principal executive offices)

Paul Mann, Principal Accounting Officer Facsimile No.:
604-681-2741 15thFloor, 1040 West Georgia Street
Vancouver, British Columbia, Canada, V6E 4H1(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 Act

Common 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, 2011

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 ]

1

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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 [    ]   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 [     ] | Other [ x ]
|----------------- | ------------------------------------------------------------------- | -----------
|                  | by the International Accounting
      Standards Board               |            

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                                                    | 10
|ITEM
      5   | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                 | 11
|ITEM
      6   | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES                                   | 14
|ITEM
      7   | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 21
|ITEM
      8   | FINANCIAL
      INFORMATION                                                        | 23
|ITEM
      9   | THE
      OFFER AND LISTING                                                        | 23
|ITEM
      10  | ADDITIONAL
      INFORMATION                                                       | 24
|ITEM
      11  | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .                 | 33
|ITEM
      12  | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 34
|ITEM
      13  | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                              | 34
|ITEM
      14  | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 34
|ITEM
      15  | CONTROLS
      AND PROCEDURES                                                      | 34
|ITEM
      16  | [RESERVED]                                                                         | 35
|ITEM
      16A | AUDIT
      COMMITTEE FINANCIAL EXPERT                                             | 35
|ITEM
      16B | CODE
      OF ETHICS                                                               | 35
|ITEM
      16C | PRINCIPAL
      ACCOUNTANT FEES AND SERVICES                                       | 35
|ITEM
      16D | EXEMPTIONS
      FROM LISTING STANDARDS FOR AUDIT COMMITTEES                       | 36
|ITEM
      16E | PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 36
|ITEM
      16F | CHANGE
      IN REGISTRANT'S CERTIFYING ACCOUNTANT                                 | 36
|ITEM
      16G | CORPORATE
      GOVERNANCE                                                         | 36
|ITEM
      17  | FINANCIAL
      STATEMENTS                                                         | 36
|ITEM
      18  | FINANCIAL
      STATEMENTS                                                         | 37
|ITEM
      19  | EXHIBITS                                                                           | 37

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  "Key Information" for more detailed currency and conversion
information.

Except as noted, the information set forth in this Annual
Report is as of October 6, 2011, 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 and Financial Review and
Prospects" and Item 11 "Quantitative and
Qualitative Disclosures About Market Risk", 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, 2011, 2010, 2009, 2008 and 2007.

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 audited annual
  consolidated financial statements for the year ended July 31, 2011 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 312011
    2010
    2009
    2008
    2007Total Assets Canadian GAAP US GAAP
    $ 103,696 103,695
    $ 264,114 264,113
    $ 423,727 423,726
    $ 612,511 612,510
    $ 712,911 712,910Total Liabilities Canadian GAAP US GAAP
    $ 44,126 44,126
    $ 29,864 29,864
    $ 55,838 55,838
    $ 20,519 20,519
    $ 14,408 14,408Working Capital Canadian GAAP US GAAP
    $ 59,569 59,569
    $ 234,249 234,249
    $ 367,888 367,888
    $ 591,991 591,991
    $ 698,502 698,502Share 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
    $(21,209,476) (21,209,477)
    $ (21,034,796) (21,034,797)
    $(20,901,157) (20,901,158)
    $(20,677,054) (20,677,055)
    $(20,570,543) (20,570,544)Shareholders' Equity Canadian GAAP US GAAP
    $ 59,570 59,569
    $ 234,250 234,249
    $ 367,889 367,888
    $ 591,992 591,991
    $ 698,503 698,502


5

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Statement of Operations
    Years ended July 312011
    2010
    2009
    2008
    2007Interest income Canadian GAAP US GAAP
    $ 1,597 1,597
    $ 1,790 1,790
    $ 4,451 4,451
    $ 24,465 24,465
    $ 35,741 35,741Loss Canadian GAAP US GAAP
    $ (174,680) (174,680)
    $ (133,639) (133,639)
    $ (224,103) (224,103)
    $ (106,511) (106,511)
    $ (398,864) (398,864)Loss from continuing operations Canadian GAAP
      US GAAP
    $ (174,680) (174,680)
    $ (133,639) (133,639)
    $ (224,103) (224,103)
    $ (106,511) (106,511)
    $ (398,864) (398,864)Loss per share Canadian GAAP US GAAP
    $ (0.01) (0.01)
    $ (0.01) (0.01)
    $ (0.02) (0.02)
    $ (0.01) (0.01)
    $ (0.03) (0.03)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
    13,399,426 13,399,426


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, 2011, 2010 and 2009. 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 measurement
differences between Canadian GAAP and US GAAP on the financial statements of the
Company for any of the years presented.

Currency and Exchange Rates

On October 6, 2011, 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 $0.9588.  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 31
      (Canadian Dollar per U.S. Dollar)2011
    2010
    2009
    2008
    2007End of Period
    $0.9538
    $1.0290
    $1.0790
    $1.0257
    $1.0657Average for the Period*
    $0.9941
    $1.0486
    $1.1758
    $1.0070
    $1.1258High for the Period
    $1.0642
    $1.1079
    $1.3000
    $1.0755
    $1.1853Low for the Period
    $0.9449
    $0.9961
    $1.0253
    $0.9170
    $1.0372


|* | The average rate for each period is the average of the
      daily noon rates on the last day of each month during the
  period.
|- | --------------------------------------------------------------------------------------------------------------------------------

Monthly High and Low Exchange Rate (Canadian
      Dollar per U.S. Dollar)Month
    High
    LowJuly 2011
    $0.9668
    $0.9449June 2011
    $0.9861
    $0.9643May 2011
    $0.9809
    $0.9490April 2011
    $0.9691
    $0.9486March 2011
    $0.9918
    $0.9686


6

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

Not applicable.

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

Not applicable.

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

An investment in the securities of Quartz is 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. An investor should carefully consider the risks described
below and the other information that Quartz furnishes to, or files with, the
Securities and Exchange Commission and with Canadian securities regulators
before investing in Quartz's common shares. The risks described below are not
the only ones faced by Quartz. Additional risks that management is aware of or
that Quartz currently believes are immaterial may indeed become important
factors that affect Quartz's business. If any of the following risks occur, or
if others occur, Quartz's business, operating results and financial condition
could be seriously harmed and the investor may lose all of his or her
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 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.

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

7

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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 licenses 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 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 judgment 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 is expected to have sufficient funds to cover
anticipated administrative costs and mineral property investigations for the
next twelve months.

In order to fund any significant mineral property acquisitions,
additional working capital will be required. 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.

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

8

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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
Foreign Investment 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.

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 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.

9

---

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 15th
Floor, 1040 West Georgia Street, Vancouver, British Columbia V6E 4H1; 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 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.

|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
|------- | -------------------------------

Not applicable.

10

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|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, 2011, the Company's
activities primarily involved administrative activities associated with 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, 2011,
2010 and 2009, 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, 2011, 2010 and 2009, 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, 2011, 2010 and 2009, 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.

Monetary assets and liabilities of the Company not denominated
in United States dollars 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.

11

---

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 |  
|                                             |   | 2011               |   |   | 2010     |   |   | 2009     |  
|Expenses
      (Income)                      |   |                    |   |   |          |   |   |          |  
|Office and administration                    | $ | 92,136             |   | $ | 71,257   |   | $ | 113,587  |  
|Foreign exchange
      loss (gain)           |   | (9,411             | ) |   | (13,470  | ) |   | 55,267   |  
|Interest income                              |   | (1,597             | ) |   | (1,790   | ) |   | (4,451   | )
|Mineral property
      investigations        |   | -                  |   |   | -        |   |   | 7,593    |  
|Legal, accounting and audit                  |   | 55,172             |   |   | 46,872   |   |   | 24,521   |  
|Regulatory,
      trust and filing           |   | 36,390             |   |   | 27,370   |   |   | 27,586   |  
|Shareholder communication                    |   | 1,990              |   |   | 3,400    |   |   | -        |  
|Loss for the
      year  Canadian GAAP      | $ | (174,680           | ) | $ | (133,639 | ) | $ | (224,103 | )
|US GAAP Reconciliation                       |   |                    |   |   |          |   |   |          |  
|Mineral property
      acquisition costs (1) |   | -                  |   |   | -        |   |   | -        |  
|Loss for the year  US GAAP                  | $ | (174,680           | ) | $ | (133,639 | ) | $ | (224,103 | )

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, 2011, 2010 and 2009 for
      more information).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Years ended July 31, 2011 and July 31, 2010

Loss for the year ended July 31, 2011 was $174,680 compared to
a loss of $133,639 in the prior year. The increase in loss can be attributed to
various expenses as discussed below.

Office and administration expenses increased to $92,136 during
the year from $71,257 in the prior year. During the prior year, the Company
recovered conference and travel costs in the amount of $23,751 from HDSI for
costs incurred in prior years. There were no such cost recoveries in 2011.

Regulatory, trust and filing expenses increased to $36,390
during the year from $27,370 in the prior year. This increase is due to an
increase in regulatory filing and transfer agency fees during the year.

Legal, accounting and audit expenses increased to $55,172
during the year from $46,872 in the prior year. This is due to an increase in
tax advisory services, preparation for IFRS and internal control testing during
the year.

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
2010. The decrease in the loss for 2010 primarily resulted from foreign exchange
gains and a cost recovery from a service provider. The Company recorded a
$13,470 foreign exchange gain in 2010, compared with a loss of $55,267 in 2009,
related to the Company's holdings of Canadian dollars. In

12

---

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 $71,257 in 2010
from $113,587 in 2009, as a result of a reduction in travel and conference
attendance fees and a cost recovery from HDSI.

Legal, accounting and audit expenses increased to $46,872 in
2010 from $24,521 in 2009, as a result of fees related to quarterly review
engagements and increased legal costs.

Interest income for 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.

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

At July 31, 2011, the Company had working capital of
approximately $59,569 (2010 - $234,249) which is expected to be sufficient to
fund anticipated administrative costs for the upcoming fiscal year.

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, 2011 amounted to $82,315
(2010 - $251,240). Operating activities in fiscal 2011 utilized cash of $168,925
(2010 - $139,800).

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 October 6, 2011, 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 maturities 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 $60,000 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.

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

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

13

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

Quartz does not currently have any mineral properties. In the
event that it does acquire a mineral property, the market price for any minerals
that it is expected to possess will affect 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, 2011, 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.

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

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

Name (1)
    Year born
    Position
    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 2003Paul Mann
    1964
    Principal Accounting Officer
    February 2008


(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.

14

---

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
    PresentCEO
    January 2007
    PresentAmarc Resources Ltd.
    Director
    May 2008
    PresentChartwell Technology Inc.
    Director
    June 1991
    April 2007Continental Minerals Corporation
    Director
    February 2001
    April 2011Curis Resources Ltd.
    Director
    November 2010
    PresentFrontera Copper Corporation
    Director
    February 2009
    June 2009Heatherdale Resources Ltd.
    Director
    November 2009
    PresentInternational Royalty Corporation
    Lead Director
    June 2003
    February 2010Rathdowney Resources Ltd.
    Director
    March 2011
    PresentRockwell Diamonds Inc.
    Director
    April 1993
    November 2008


BRIAN F. 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., 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
    PresentChinook Capital Corp.
    Director
    April 2007
    March 2009Nanotech Security Corp.
    CFO and Director
    October 2009
    PresentCorporate Secretary
    March 2010
    PresentYaletown Capital Corp.
    CFO and Director
    April 2007
    April 2010


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.

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

15

---

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
    January 2011Great Basin Gold Ltd.
    Director
    February 1998
    PresentICN Resources Ltd.
    President, CEO and Director
    September 1991
    March 2010Northcliff Resources Ltd.
    Director
    June 2011
    PresentQuadro Resources Ltd.
    President and Director
    June 1986
    PresentRathdowney Resources Ltd.
    Director
    March 2011
    PresentTaseko Mines Limited
    Director
    February 2001
    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
    April 2011Copper Ridge Explorations Inc.
    Director and Secretary
    September 1999
    PresentCuris Resources Ltd.
    Director
    January 2011
    PresentCoro Mining Corporation
    Director
    June 2009
    PresentFrontera Copper Corporation
    Director
    February 2009
    June 2009Grandcru Resources Corp.
    Director
    December 2002
    May 2008ICN Resources Ltd.
    Secretary
    March 2009
    PresentDirector
    July 2004
    March 2009International Royalty Corporation
    Director
    February 2005
    February 2010Keegan 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 2006


16

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PAUL S. MANN, CA  Principal Accounting Officer

Mr. Mann is a Chartered Accountant, and also holds a BASc in
Mechanical Engineering from the University of British Columbia. He has served as
Controller at Dayton Mining Corporation, De Beers Canada Mining Inc., Crew Gold
and Eldorado Gold, and has international experience in South Africa, Chile,
Mexico and China. Mr. Mann has served as Corporate Controller for many of the
Hunter Dickinson affiliated companies since 2001 and is currently Executive Vice
President, Finance and Reporting for Hunter Dickinson Inc., where he oversees
accounting, taxation, regulatory and public reporting for the group.

Mr. Mann is, or was within the past five years, an officer of
the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Chief Financial Officer
    July 2008
    PresentRathdowney Resources Ltd.
    Chief Financial Officer
    March 2011
    Present


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

During the Company's financial year ended July 31, 2011, 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 $6,580.

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

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
    2011 2010 2009
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil NilPaul Mann(2)Principal
      Accounting Officer
    2011 2010 2009
    6,580 7,050 7,291
    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)    | Paul Mann was appointed as Principal Accounting
      Officer of the Company on February 8, 2008.

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 6E Share 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 2011
fiscal year and as at July 31, 2011 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.

17

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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 10, 2011. 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 2012. 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.

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 G. 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.

18

---

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, 2005 and is available at
www.sec.gov.

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 and 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.

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.

19

---

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, 2011,
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 least
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 by the CSA, to include certain
disclosures 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 October 6, 2011 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 Party Transactions").

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

Security Holdings of Directors and Senior Management

As at October 6, 2011, 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 October 6, 2011, 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 October 6, 2011, 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 2012.

20

---

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.

|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 October 6, 2011, 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 October 6, 2011 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 October 6, 2011, Quartz's register of shareholders
indicates that Quartz's common shares are held as follows:

21

---

Location
    Number of registered shareholders of
      record
    Number of shares
    Percentage of total sharesCanada
    106
    11,922,135
    88.98%United States
    1478
    1,438,741
    10.74%Other
    13
    38,550
    0.28%Total
    1597
    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 Investor Services Inc., 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 Securities Acts of British
Columbia, Alberta and Ontario

Since the Company is 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 five days following the trade 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 five days
following the date of the trade at www.sedi.ca. The public is able to access these reports
at www.sedi.ca.

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

Except as disclosed below, Quartz has not, since the beginning
of its last fiscal year ended July 31, 2011, 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:

22

---

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, 2011, the Company paid
$94,072 (2010  $69,156; 2009  $127,153) 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 July
31, 2011 and 2010, and for each of the years ending July 31, 2011, 2010 and
2009.

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, 2011, except as disclosed in this Annual
Report on Form 20-F.

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

|A. | Offer and Listing Details
|-- | -------------------------

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$)
    Low (US$)2011
    0.49
    0.18
    0.42
    0.162010
    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
    0.29


23

---

TSX Venture Exchange
    OTCBBQuarter
    High (Cdn$)
    Low (Cdn$)
    High (US$)
    Low (US$)Q4, 2011
    0.38
    0.32
    0.42
    0.32Q3, 2011
    0.49
    0.30
    0.42
    0.31Q2, 2011
    0.42
    0.18
    0.31
    0.17Q1, 2011
    0.20
    0.18
    0.17
    0.16Q4, 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
    0.13TSX Venture Exchange
    OTCBBMonth
    High (Cdn$)
    Low (Cdn$)
    High (US$)
    Low (US$)July 2011
    0.32
    0.32
    0.32
    0.32June 2011
    0.38
    0.32
    0.34
    0.32May 2011
    0.38
    0.38
    0.42
    0.34April 2011
    0.46
    0.38
    0.42
    0.41March 2011
    0.49
    0.40
    0.41
    0.32


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

Not applicable.

|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.

24

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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.

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.

25

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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.

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 October 6, 2011 is:

- Geological Management and Administrative Services Agreement with HDSI,
  dated for reference June 1, 2008 and amended July 2, 2010. 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 the laws of Canada or by the
charter or other constituent documents of the Company on the right of a
non-resident to hold or vote the Common Shares, other than as provided in the
Investment Canada Act (Canada) (the "Investment Act"). The following
discussion summarizes the material features of the Investment Act for a
non-resident who proposes to acquire a controlling number of Common Shares. It
is general only and it is not a substitute for independent advice from an
investor's own advisor, and it does not anticipate statutory or regulatory
amendments. Quartz does not believe the Investment Act will have any affect on
it or on its non-Canadian shareholders due to a number of factors including the
nature of its operations and the Company's relatively small capitalization.

The Investment Act generally prohibits implementation of a
reviewable investment by an individual, government or agency thereof,
corporation, partnership, trust or joint venture (each an "entity") that is not
a "Canadian" as defined in the Investment Act (a "non-Canadian"), unless after
review the Director of Investments appointed by the minister responsible for the
Investment Act is satisfied that the investment is likely to be of net benefit
to Canada. The size and nature of a proposed transaction may give rise to an
obligation to notify the Director to seek an advance ruling. An investment in
the Common Shares by a non-Canadian other than a "WTO Investor" (as that term is
defined in the Investment Act and which term includes entities which are
nationals of or are controlled by nationals of member states of the World Trade
Organization) when the Company was not controlled by a WTO Investor, would be
reviewable under the Investment Act if it was an investment to acquire control
of the Company and the value of the

26

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assets of the Company, as determined in accordance with the
regulations promulgated under the Investment Act, was $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. An investment in the
Common Shares by a WTO Investor, or by a non-Canadian when the Company was
controlled by a WTO Investor, would be reviewable under the Investment Act if it
was an investment to acquire control of the Company and the value of the assets
of the Company, as determined in accordance with the regulations promulgated
under the Investment Act, was not less than a specified amount, which for 2011
exceeds Cdn$312 million. A non-Canadian would acquire control of the Company for
the purposes of the Investment Act if the non-Canadian acquired a majority of
the Common Shares. The acquisition of less than a majority but one-third or more
of the Common Shares 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 the Common
Shares.

The foregoing assumes the Company will not engage in the
production of uranium or own an interest in a producing uranium property in
Canada or provide any "financial service" or transportation service, as the
rules governing these businesses are different.

Certain transactions relating to the Common Shares would be
exempt from the Investment Act, including

|(a) | an acquisition of the Common Shares by a person in the
      ordinary course of that person's business as a trader or dealer in
      securities,                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                             
|(b) | an 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 of the
      Investment Act, and                                                       
|    |                                                                                                                                                                                                                                                                                             
|(c) | an 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 the Common Shares, remained
  unchanged.

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

Certain Canadian Federal Income Tax
Consequences

The discussion under this heading summarizes the principal
Canadian federal income tax consequences of acquiring, holding and disposing of
shares of common stock of Quartz for a shareholder of Quartz who is, for the
purposes of the Income Tax Act(Canada) (the "Canadian Tax Act"), not a
resident of Canada but is a resident of the United States and who will acquire
and hold shares of common stock of Quartzas capital property on an arm's
length basis. This summary does not apply to a shareholder who carries on
business in Canada through a "permanent establishment" situated in Canada or
performs independent personal services in Canada through a fixed base in Canada
and if the shareholder's holding in Quartz is effectively connected with such
permanent establishment or fixed base. This summary is based on the provisions
of the Canadian Tax Act and the regulations thereunder and on an understanding
of the administrative practices of Canada Revenue Agency and takes into account
all specific proposals to amend the Canadian Tax Act or regulations made by the
Minister of Finance of Canada as of the date hereof. It has been assumed that
there will be no other relevant amendment of any governing law although no
assurance can be given in this respect. This discussion is general only and is
not, nor is it intended to provide a detailed analysis of the income tax
implications of any particular shareholder's interest. Investors are advised to
obtain independent advice from a shareholder's own Canadian and U.S. tax
advisors with respect to income tax implications pertinent to their particular
circumstances.

The provisions of the Canadian Tax Act are subject to income
tax treaties to which Canada is a party, including the Canada-United States
Income Tax Convention (1980), as amended (the "Convention").

Dividends on Common Shares and Other Income

Under the Canadian Tax Act, a non-resident of Canada is
generally subject to Canadian withholding tax at the rate of 25 percent on
dividends paid or deemed to have been paid to him or her by a corporation
resident in Canada. Quartz is responsible for withholding of tax at the source.
The Convention limits the rate to 15 percent if the shareholder is a resident of
the United States and the dividends are beneficially owned by and paid to such
shareholder, and to 5 percent if the shareholder is also a corporation that
beneficially owns at least 10 percent of the voting stock of the payor
corporation.

The amount of a stock dividend (for tax purposes) would
generally be equal to the amount by which the paid up or stated capital of
Quartzhad increased by reason of the payment of such dividend. Quartz
will furnish additional tax information to shareholders in the event of such a
dividend. Interest paid or deemed to be paid on Quartz's debt securities held by
non-Canadian residents may also be subject to Canadian withholding tax,
depending upon the terms and provisions of such securities, the relationship of
the debt holder to Quartzand any applicable tax treaty.

27

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The Convention generally exempts from Canadian income tax
dividends paid to a religious, scientific, literary, educational or charitable
organization or to an organization constituted and operated exclusively to
administer a pension, retirement or employee benefit fund or plan, if the
organization is a resident of the United States and is exempt from income tax
under the laws of the United States.

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayer's capital gain or
capital loss from a disposition of a share of common stock of Quartzis
the amount, if any, by which his or her proceeds of disposition exceed (or are
exceeded by, respectively) the aggregate of his or her adjusted cost base of the
share and reasonable expenses of disposition. The capital gain or loss must be
computed in Canadian currency using a weighted average adjusted cost base for
identical properties. 50% of the capital gains net of capital losses are
included in income for Canadian income tax purposes. The amount by which a
shareholder's capital loss exceeds the capital gain in a year may be deducted
from a capital gain realized by the shareholder in the three previous years or
any subsequent year, subject to certain restrictions in the case of a corporate
shareholder.

Under the Canadian Tax Act, a non-resident of Canada is subject
to Canadian tax on taxable capital gains, and may deduct allowable capital
losses, realized on a disposition of "taxable Canadian property". Shares of
common stock of Quartz will constitute taxable Canadian property of a
non-resident shareholder at a particular time if the shareholder used the shares
in carrying on business in Canada, or if at any time in the five years
immediately preceding the disposition 25% or more of the issued shares of any
class or series in the capital stock of Quartz belonged to one or more persons
in a group comprising the shareholder and persons with whom the shareholder and
persons with whom the shareholder did not deal at arm's length and in certain
other circumstances.

The Convention relieves United States residents from liability
for Canadian tax on capital gains derived on a disposition of shares unless

|(a) | the value of the shares is derived principally from "real
      property" in Canada, including the right to explore for or exploit natural
      resources and rights to amounts computed by reference to
  production,                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                              
|(b) | the shareholder was resident in Canada for 120 months
      during any period of 20 consecutive years preceding, and at any time
      during the 10 years immediately preceding, the disposition and the shares
      were owned by him when he or she ceased to be resident in Canada,
  or
|    |                                                                                                                                                                                                                                                                                              
|(c) | the shares formed part of the business property of a
      "permanent establishment" that the holder has or had in Canada within the
      12 months preceding the disposition.                                                                                                              

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.

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

28

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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 for the purpose of this summary, the term
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.

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

29

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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 adjusted 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,
2011, 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).

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,

30

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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.

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 that
  U.S. Holder's Quartz common shares, even if it no longer qualifies as 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

31

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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. U.S. Holders should consult their tax
advisor regarding the manner of making a mark-to-market 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.

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, regardless of whether it has been distributed, which is subject to
current U.S. tax. The United States generally taxes United States Shareholders
of a CFC currently on

32

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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 http://www.sec.gov/, or at
the offices of the Company, 15th Floor - 1040 West Georgia Street,
Vancouver, British Columbia V6E 4H1 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.

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

As at July 31, 2011 the Company held financial assets and
financial liabilities denominated in Canadian dollars in the equivalent amount
of US dollars of $98,340 (2010 - $252,398) and $44,126 (2010 - $29,864),
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.

33

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As at July 31, 2011 the Company held cash and cash equivalents
in financial institutions in the amount of $82,315 (2010 - $251,240).

|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 resource properties or operating mines and
hence does not have any hedging or other commodity based operational risks
respecting to 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, 2011, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with GAAP.

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.

34

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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 shareholders.                                                                          

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.

A copy of the Code of Ethics 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, 2005 and is available at www.sec.gov. The Company will also provide a copy of
the Code of Ethics to any person without charge, upon request. Requests can be
sent by mail to: 15th Floor, 1040 West Georgia Street, Vancouver, British
Columbia, Canada, V6E 4H8; or submitted by telephone at 604-684-6365, attention:
Investor Relations Department.

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.

35

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Services:
    Year endedJuly 31, 2011
    July 31, 2010Audit Fees (1)
    C$ 24,000
    C$ 25,000Audit Related Fees (2)
    
    Tax Fees (3)
    C$ 3,000
    C$ 3,000All Other Fees (4)
    
    C$ 27,000
    C$ 28,000


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, 2011.

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

Not applicable.

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

During the year ended July 31, 2011, 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, 2011 and 2010, and the
consolidated statements of operations and shareholders' equity, and cash flows
for each of the years in the three year period ended July 31, 2011;

(2) Consolidated balance sheets as at July 31, 2011 and 2010;

36

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(3) Consolidated statements of operations and shareholders'
equity for each of the years in the three year period ended July 31, 2011;

(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,
      2007.1.6
    Articles
    Incorporated by reference from our Annual
      Report on Form 20-F for the year ended July 31, 2010, filed on October 28,
      2010.4.1
    Quartz Mountain Resources Ltd. Stock Incentive
      Plan, approved by shareholders January 2007.
    Incorporated by reference from our Annual
      Report on Form 20-F for the year ended July 31, 2010, filed on October 28,
      2010.4.2
    Geological and Management Services Agreement
      between Hunter Dickinson Inc. and the Company dated June 1, 2008 and
      amended July 2, 2010
    Incorporated by reference from our Annual
      Report on Form 20-F for the year ended July 31, 2010, filed on October 28,
      2010.11.1
    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.


37

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

Exhibit Number
      Description of Exhibit12.1
      Section 302 Certification
        of the Chief Executive Officer12.2
      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, 2011 and 2010; consolidated statements of operations
        and shareholders' equity, and cash flows for each of the years in the
        three year period ended July 31, 2011, 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 | 
|                       | 
|Dated: October 6, 2011 | 

38

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