CVVUF 20-F DEF-14A Report April 30, 2010

CANALASKA URANIUM LTD

20-Fs

20-F	Fiscal year ended April 30, 2014
20-F	Fiscal year ended April 30, 2013
20-F	Fiscal year ended April 30, 2012
20-F	Fiscal year ended April 30, 2011
20-F	Fiscal year ended April 30, 2010

20-F 1 canalaska20f09142010.htm CANALASKA URANIUM FORM 6-K MD Filed by Filing Services Canada Inc. (403) 717-3898

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

SEPTEMBER 13, 2010

REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

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

FOR THE FISCAL YEAR ENDED

APRIL 30, 2010

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

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

DATE OF EVENT REQUIRING THIS SHELL COMPANY REPORT

FOR THE TRANSITION PERIOD FROM ______________ TO _________________

COMMISSION FILE NUMBER:

0-28792

CanAlaska Uranium Ltd.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Not Applicable

(TRANSLATION OF REGISTRANT’S NAME INTO ENGLISH)

British Columbia, Canada

(JURISDICTION OF INCORPORATION OR ORGANIZATION)

1020- 625 Howe Street, Vancouver, B.C. V6C 2T6

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT.

TITLE OF EACH CLASS

NAME ON EACH EXCHANGE ON WHICH REGISTERED

None

Not Applicable

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT.

Common Shares Without Par Value

(TITLE OF CLASS)

SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT

TO SECTION 15(d) OF THE ACT.

None

(TITLE OF CLASS)

INDICATE THE NUMBER OF OUTSTANDING SHARES OF EACH OF THE ISSUER’S CLASSES OF CAPITAL OR COMMON SHARES AS OF THE CLOSE OF THE PERIOD COVERED BY THE ANNUAL REPORT.

171,866,213 Shares

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

YES

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

YES

Note – Checking the box above will not relieve any registrant required to filed reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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

YES

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

YES ________________ NO ________ X _______

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

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

U.S. GAAP

IFRS

OTHER

International Financial Reporting

Standards as issued by the International

Accounting Standards Board

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17

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 this Exchange Act).

YES

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

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

YES


TABLE OF CONTENTS
Page
	GLOSSARY OF MINING TERMS			6
PART I

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS			9

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE			9

ITEM 3.	KEY INFORMATION			9
	A.	Selected Financial Data		9
	B.	Capitalization and Indebtedness		10
	C.	Reasons for the Offer and Use of Proceeds		10
	D.	Risk Factors		11

ITEM 4.	INFORMATION ON THE COMPANY			13
	A.	History and Development of the Company		13
	B.	Business Overview		14
	C.	Organizational Structure		14
	D.	Property Plant and Equipment		15

		1.	CREE EAST PROJECT, SASKATCHEWAN	15
		2.	WEST MCARTHUR PROJECT, SASKATCHEWAN	16
		3.	POPLAR PROJECT, SASKATCHEWAN	17
		4.	FOND DU LAC PROJECT, SASKATCHEWAN	18
		5.	BLACK LAKE PROJECT, SASKATCHEWAN	19

		6.	COLLINS BAY EXTENSION PROJECT, SASKATCHEWAN	20
		7.	GREASE RIVER PROJECT, SASKATCHEWAN	20
		8.	CREE WEST PROJECT, SASKATCHEWAN	21
		9.	KEY LAKE PROJECT, SASKATCHEWAN	22
		10. HELMER PROJECT, SASKATCHEWAN		22

		11. LAKE ATHABASCA PROJECT, SASKATCHEWAN		23
		12. NE WOLLASTON PROJECT, MANITOBA		23
		13. MCTAVISH PROJECT, SASKATCHEWAN		24
		14. CARSWELL PROJECT, SASKATCHEWAN		25
		15. OTHER PROJECTS		25

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS			26
	A.	Operating Results		26
		Critical Accounting Policies		26
		Recently Adopted Standards		28
		Future Accounting Changes		28
		Results of Operations - Consolidated Statement of Loss, Comprehensive Loss and Deficit
		for the twelve months ending April 30, 2010, 2009 and 2008		30
		Narrative discussion of operating results for the twelve months
		ending April 30, 2010, 2009 and 2008		31
	B.	Liquidity and Capital Resources		32
	C.	Research and Development, Patents and Licenses, etc.		34
	D.	Trend Information		34
	E.	Off-Balance Sheet Arrangements		34
	F.	Tabular Disclosure of Contractual Obligations		34
	G.	Safe Harbor		35

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES			35
	A.	Directors and Senior Management		35
	B.	Compensation		38
	C.	Board Practices – Mandate of the Board of Directors		44


	D.	Employees	49
	E.	Share Ownership	49

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		51
	A.	Major Shareholders	51
	B.	Related Party Transactions	51
	C.	Interests of Experts and Counsel	51

ITEM 8.	FINANCIAL INFORMATION		51
	A.	Consolidated Statements and Other Financial Information	51
	B.	Significant Changes	51

ITEM 9.	THE OFFER AND LISTING		56
	A.	Offer and Listing Details	57
	B.	Plan of Distribution	57
	C.	Markets	57
	D.	Selling Shareholders	57
	E.	Dilution	57
	F.	Expenses of the Issue	58

ITEM 10.	ADDITIONAL INFORMATION		58
	A.	Share Capital	58
	B.	Memorandum and Articles of Association	58
	C.	Material Contracts	59
	D.	Exchange Controls	59
	E.	Taxation	59
	F.	Dividends and Paying Agents	65
	G.	Statements by Experts	65
	H.	Documents on Display	65
	I.	Subsidiary Information	65

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		66

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		66

PART II

ITEM 13.	DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES		66

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
	AND USE OF PROCEEDS		66

ITEM 15.	CONTROLS AND PROCEDURES		66

ITEM 16.	[ RESERVED ]		67

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT			68

ITEM 16B. CODE OF ETHICS			68

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES			68

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARES FOR AUDIT COMMITTEES			69

ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER
	AND AFFILIATED PURCHASERS		69

ITEM 16F.	CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT		69


ITEM 16G	CORPORATE GOVERNANCE	69

PART III
ITEM 17.	CONSOLIDATED FINANCIAL STATEMENTS	69
ITEM 18.	CONSOLIDATED FINANCIAL STATEMENTS	69
ITEM 19.	EXHIBITS	69
	SIGNATURES	71
Certifications of CEO and CFO for financial reporting, disclosure and internal controls
	Certification of the Chief Executive Officer	72
	Certification of the Chief Financial Officer	73
	Certification of CEO Pursuant To 18 U.S.C. Section 1350
	Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	74
	Certification of CFO Pursuant To 18 U.S.C. Section 1350 Adopted
	Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	75
	Certificate of Ethics for the Chief Executive Officer and the Chief Financial Officer	76
	APPENDIX

(A)	Audited Consolidated Financial Statements
(B)	Management Discussion and Analysis dated August 30, 2010.
(C)	Audit Committee Charter
(D)	Code of Ethics
(E)	Reporting Package Change of Auditor
(F)	Corporate Governance Policy
(G)	Articles of Incorporation

GLOSSARY OF MINING TERMS

The following are abbreviations and definitions of terms commonly used in the mining industry and this Annual Statement:


Aeromagnetic survey		A geophysical survey using a magnetometer aboard, or towed behind, an aircraft.
Au		The chemical symbol for gold.
Anomaly		Any departure from the norm which may indicate the presence of mineralization in the underlying bedrock.
Anorthosite		Light grey to almost black variety of gabbro, made up of plagioclase with a mafic content of less than 10%.
Aphebian		Period of time in the Earth’s history between 2.5 and 1.8 billion years ago.
Archean		Period of time in the Earth’s history between 3.8 and 2.5 billion years ago.
Assay		A chemical test performed on a sample of ores or core to determine the amount of valuable metals contained.
Assessment Work		The amount of work, specified by mining law, that must be performed each year in order to retain legal control of mining claims.
Athabasca Basin		The region located in northern Saskatchewan province, Canada hosting the world’s richest uranium deposits and all of Canada’s producing uranium mines. The basin is approximately 400 km across east/west and 150 km north/south. Its geology is characterized by metasedimentary bedrock overlain by younger sandstones.
Audio-Magnetotellurics (AMT)		A geophysical method that measures the Earth’s varying electric and magnetic fields.
Basin		In geology a round or oval depression in the Earth's surface, containing younger rock in its central part.
Batholith		A large mass of igneous rock extending to great depth with its upper portion dome-like in shape. Similar, smaller masses of igneous rocks are known as bosses or plugs.
Breccia		A rock in which angular fragments are surrounded by a mass of fine-grained minerals.
CVV		Stock symbol for CanAlaska Uranium Ltd. on the TSX.V Exchange
Chalcopyrite		A sulphide mineral of copper and iron; the most important ore mineral of copper.
Channel Sample		A sample composed of pieces of vein or mineral deposit that have been cut out of a small trench or channel, usually about 10 cm wide and 2 cm deep.
Chip Sample		A method of sampling a rock exposure whereby a regular series of small chips of rock is broken off along a line across the face.
Claim		An area marked on a map or the ground, where the Government has given current mineral title to the registered owner. Holder usually has the right to carry out mineral exploration and apply to mine on the located area.
Cretaceous	The third and latest of the periods in the Mesozoic Era.
Diamond Drill	A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, 2 cm or more in diameter.
Dickite	Dickite is a polymorphic alumino-silicate clay that is formed from hydrothermal environments.
Diorite	An intrusive igneous rock composed chiefly of plagioclase, hornblende, biotite or pyroxene.
Dravite	A complex sodium/magnesium/aluminum/boron silicate formed from hydrothermal environments.
EM Survey	A geophysical survey method which measures the electromagnetic properties of rocks.
Exploration	Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.
Fault	Fracture in the Earth’s crust, along which there has been displacement of the sides relative to one another parallel to the fracture.
Gabbro	A dark, coarse-grained intrusive igneous rock.


Geophysical Surveys	The use of one or more geophysical techniques in geophysical exploration.
Grab Samples	A sample of rock or sediment taken more or less indiscriminately at any place.
Gravity Gradient Survey	A geophysical method used to map and mathematically model underground fault structures based on measurements of the gravity of rocks.
Gneiss	Layered granite-like rock.
Gossan	An iron-oxide rich weathered product overlying a sulphide deposit.
Granite	A coarse-grained intrusive igneous rock consisting of quartz, feldspar and mica.
Gpt, or g/t	Grams per tonne.
Hydrothermal Alteration	Rock alteration simply means changing the mineralogy of the rock. The old minerals are replaced by new ones because there has been a change in the conditions. These changes could be changes in temperature, pressure, or chemical conditions or any combination of these. Hydrothermal alteration is a change in the mineralogy as a result of interaction of the rock with hot water fluids, called “hydrothermal fluids”.
Hydrothermal Fluids	Hydrothermal fluids cause hydrothermal alteration of rocks by passing (hot) water fluids through the rocks and changing their composition by adding or removing or redistributing components. Temperatures can range from weakly elevated to boiling. Fluid composition is extremely variable. They may contain various types of gases, salts (briney fluids), water, and metals.
Illite	Illite is a layered alumino-silicate clay that is formed from hydrothermal environments.
Induced Polarization (IP)	A geophysical survey method which measures the electrochemical properties of rocks. Time domain IP methods measure the voltage decay or chargeability over a specified time interval after the induced voltage is removed. Frequency domain IP methods use alternating currents (AC) to induce electric charges in the subsurface, and the apparent resistivity is measured at different AC frequencies.
g/t Au	Grams per tonne gold.
Kimberlite	A blue/grey igneous rock which contains olivine, serpentine, calcite and silica.
Km	A measure of distance known as a kilometre.
Leach	To dissolve from a rock. For example, when acidic water passes through fractured rocks, soluble minerals leach or dissolve from the rocks.
Lode	Zone of metal veins.
Mb	The chemical symbol for molybdenum.
Mg	The chemical symbol for magnesium.
Mafic	Igneous rocks with dark minerals.
Max-Min EM	A specific type of electromagnetic geophysical survey.
Mesozoic Era	One of the grand divisions of geologic time, follows the Paleaozoic and succeeded by the Cenozoic.
Metallurgy	The study of extracting metals from their ores.
Mineralization	The concentration of metals and their chemical compounds within a body of rock.
Ni	The chemical symbol for nickel.
NSR	Net Smelter Returns. A royalty paid from the sale of mined minerals.
Opt	Ounce per ton.
Ore	A natural aggregate of one or more minerals, which at a specified time and place, may be mined and sold at a profit, or which from some part may be profitably separated.
Oz	A measure of weight known as an ounce.
Placer	A deposit of sand and gravel containing valuable metals such as gold, tin or diamonds.


Proterozoic	Period of time in Earth’s history between 2.5 billion years ago and 544 million years ago.
Ppm	Parts per million.
Pyrite	A yellow iron sulphide mineral, normally of little value. It is sometimes referred to as "fool's gold".
Radiometric dating	The calculation of an age in years of geologic materials by any one of several age determination methods based on nuclear decay of natural radioactive elements contained in the material.
Sample	A small portion of rock or a mineral deposit taken so that the metal content can be determined by assaying.
Sampling	Selecting a fractional but representative part of a mineral deposit for analysis.
Shear or shearing	The deformation of rocks by lateral movement along innumerable parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity.
Strike	The coarse or bearing of a bed or layer of rock.
Tailings	Material rejected from a mill after most of the recoverable valuable minerals have been extracted.
Th	The chemical symbol for thorium.
U	The chemical symbol for uranium.
U ₃ O ₈	Uranium oxide. The mixture of uranium oxides produced after milling uranium ore from a mine. Sometimes loosely called “yellowcake”. It is yellow in colour and is usually represented by the empirical formula U ₃ O ₈ . Uranium is sold in this form.
Unconformity	A boundary separating two or more rocks of markedly different ages, marking a gap in the geologic record.
Unconformity Deposit Model	The theoretical model for the characterization of major uranium deposits located in the Athabasca Basin. Deposition/concentration of high-grade “unconformity” uranium deposits are thought to result from the chemical interaction of dissolved uranium present in water-saturated sediments above the unconformity with reducing gases and fluids generated from significant hydrothermal activity emanating from below the unconformity. High-grade uranium deposits have been observed to occur at, above, and/or below the unconformity. Many unconformity-type deposits are marked by the surrounding presence of sandstone and basement rocks that have also been chemically-altered due to hydrothermal activity. These larger rock “alteration” zones represent the primary targets for uranium explorers as the altered physical properties of the rocks can be detected via various airborne and land-based geophysical survey methods. In addition, the presence of geological fault structures is highly-correlated with high-grade uranium deposition, with the fault structures likely acting as the conduits for the upwelling of hydrothermal fluids.
Uraninite	A mineral consisting of uranium oxide and trace amounts of radium and thorium and polonium and lead and helium; uraninite in massive form is called pitchblende which is the chief uranium ore.
Vein	A fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source.
Volcanic rocks	Igneous rocks formed from magma that has flowed out or has been violently ejected from a volcano.

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

ITEM 3.

KEY INFORMATION

Selected Financial Data

CanAlaska Uranium Ltd. (“CanAlaska” or the “Company”) has been in the business of exploring for various minerals since 1985 and has not generated operating revenues. The following table sets forth, for the periods and the dates indicated selected financial and operating data for the Company. This information should be read in conjunction with the Company's “Consolidated Financial Statements and Notes thereto” Appendix (A) and "Management's Discussion and Analysis of Financial Condition and Results of Operations" Appendix (B) included elsewhere herein. The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company. To date, the Company has not paid any dividends on the common shares and it does not expect to pay dividends in the foreseeable future.

The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles accepted in Canada ("Canadian GAAP"). There are material differences between Canadian GAAP and the generally accepted accounting principles accepted in the United States ("U.S. GAAP") as applied to the Company. For a comparison of these differences, refer to Note 21 to the April 30, 2010 Audited Consolidated Financial Statements.

U.S. Dollar/Canadian Dollar Exchange Rates for the Five Most Recent Financial Years


Fiscal Year Ended	Average	High	Low	Close
April 30, 2010	1.0109	1.1079	1.0038	1.0158
April 30, 2009	1.1926	1.1977	1.1875	1.1930
April 30, 2008	1.0079	1.0121	1.0037	1.0072
April 30, 2007	1.1106	1.1163	1.1048	1.1101
April 30, 2006	1.1208	1.1254	1.162	1.1180

U.S. Dollar/Canadian Dollar Exchange Rates for Previous Six Months


2010	March	April	May	June	July	August
High	1.0197	1.0179	1.0499	1.0648	1.0376	1.0158
Low	1.1025	1.0038	1.0414	1.0495	1.0264	1.0619

On September 8, 2010 the exchange rate of the Canadian dollar into United States Dollars based on the nominal rate for U.S. Dollars reported by the Bank of Canada was $1.00 equals C$1.04.

Selected Financial Data

Canadian GAAP (in Canadian Dollars) for the Fiscal Year Ended April 30


$000’s	2010	2009 *(restated)**	2008 *(restated)**	2007	2006
Assets
Cash	8,722	6,339	7,376	10,076	6,748
Other Current Assets	1,409	1,272	3,003	3,755	1,146
Mineral Properties	46,245	39,133	31,661	18,370	10,707
Other Non-current Assets	1,134	1,144	1,598	1,006	221
Total Assets	57,510	47,888	43,638	33,207	18,822
Liabilities
Current Liabilities	1,626	1,194	2,619	1,333	278
Future Income Tax Liability	3,399	2,654	1,919	946	-
Non-controlling Interest	12,600	7,600	3,600	-	-
Shareholders’ Equity
Common Shares	60,878	56,183	54,079	48,864	36,561
Contributed Surplus	9,665	7,940	5,392	3,153	1,243
Accumulated Other Comprehensive Income	10	9	166	-	-
Deficit	(30,668)	(27,692)	(24,137)	(21,089)	(19,260)

Revenues	-	-	-	-	-
Expensed Exploration Costs	477	1,008	899	1,571	169
Other Expenses	2,960	2,815	2,447	1,431	1,595
Loss before income taxes	(3,437)	(3,823)	(3,346)	(3,002)	(1,764)
Future income tax recovery	461	268	298	1,173	1,436
Net loss for the year	(2,976)	(3,555)	(3,048)	(1,829)	(328)
Unrealized (gain) loss on available-for-sale securities	(1)	157	360	-	-
Comprehensive loss for the year	(2,975)	(3,712)	(3,408)	(1,829)	(328)
Weighted Avg.# of Shares Outstanding	153,766	137,160	117,043	86,920	55,633
Net Loss Per Share - basic and diluted	(0.02)	(0.03)	(0.03)	(0.02)	(0.01)

* The consolidated financial statements of the Company for the years ended April 30, 2009 and 2008 have been restated to reflect the income tax losses and other carry forward balances as reported by the Company on its formal Canadian income tax filings and as ultimately assessed by Canada Revenue Agency. The differences between the previously reported amounts and the restated amounts are due to changes in taxation estimates, the expiration of Canadian non-capital loss balances in 2009 and 2008, and accounting for the income tax effect of flow-through shares issued in 2009.

Selected Financial Data

U.S. GAAP (in Canadian Dollars) for the Fiscal Year Ended April 30


000’s	2010	2009 (restated)	2008 (restated)	2007	2006
Assets
Cash	7,889	6,339	7,376	10,076	4,149
Restricted Cash	833	-	-	-	2,599
Other Non-current Assets	1,409	1,272	3,003	4,281	1,653
Mineral Properties	1,043	583	529	485	303
Other Assets	1,134	1,144	1,598	1,006	221
Total Assets	12,308	9,338	12,506	15,848	8,925
Liabilities
Current Liabilities	1,626	1,194	2,619	1,334	278
Future Income Tax Liability	-	-	-	-	-
Non-controlling Interest	9,554	5,972	3,068	-	-
Shareholders’ Equity
Common Shares	67,655	62,219	59,247	52,918	38,531
Contributed Surplus	10,108	8,383	5,835	3,595	1,686
Accumulated Other Comprehensive Income	10	9	166	526	507
Deficit	(76,645)	(68,439)	(58,429)	(42,525)	(32,077)

Revenues	-	-	-	-	-


Expensed Exploration Costs	6,652	8,426	14,146	9,052	7,350
Other Expenses	2,973	2,680	2,289	1,396	1,595
Loss before income taxes	(9,625)	(11,106)	(16,435)	(10,448)	(8,945)
Future income tax recovery	-	-	-	-	-
Net loss for the year	(9,625)	(11,106)	(16,435)	(10,448)	(8,945)
Loss attributable to non-controlling interests	1,418	1,097	532	-	-
Loss attributable to common shareholders	(8,207)	(10,009)	(15,903)	(10,448)	(8,945)
Unrealized loss (gain) on available-for-sale securities	(1)	157	360	(20)	(407)
Comprehensive loss for the year	(9,624)	(11,263)	(16,795)	(10,428)	(8,538)
Weighted Avg.# of Shares Outstanding	153,766	137,160	117,043	86,920	55,633
Net Loss Per Share – basic and diluted	0.05	0.07	0.14	0.12	0.16

Capitalization and Indebtedness

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

Reasons for the Offer and Use of Proceeds

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

Risk Factors

The Company is engaged in the exploration of mineral properties, an inherently risky business. The funds spent on the exploration and development of a mineral deposit may not result in the discovery of an economic ore body. Most exploration projects do not result in the discovery of commercially mineable ore deposits.

(1)

Commodity Prices

The profitability of the Company’s operations will be dependent upon the market price of mineral commodities. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The prices of mineral commodities have fluctuated widely in recent years. Current and future price declines could cause commercial production to be impracticable. The Company’s future revenues and earnings also could be affected by the prices of other commodities such as fuel and other consumable items, although to a lesser extent than by the price of mineral commodities.

(2)

Competition

The mining industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself with respect to the discovery and acquisition of interests in mineral properties, the recruitment and retention of qualified employees and other persons to carry out its mineral exploration activities. Competition in the mining industry could adversely affect the Company’s prospects for mineral exploration in the future.

(3)

Foreign Political Risk

The Company’s material property interests are currently located in Canada, USA and New Zealand. An insignificant portion of the Company’s interests are exposed to various degrees of political, economic and other risks and uncertainties. The Company’s operations and investments may be affected by local political and economic developments, including expropriation, nationalization, invalidation of government orders, permits or agreements pertaining to property rights, political unrest, labour disputes, limitations on repatriation of earnings, limitations on mineral exports, limitations on foreign ownership, inability to obtain or delays in obtaining necessary mining permits, opposition to mining from local, environmental or other non-governmental organizations, government participation, royalties, duties, rates of exchange, high rates of inflation, price controls, exchange controls, currency fluctuations, taxation and changes in laws, regulations or policies as well as by laws and policies of Canada affecting foreign trade, investment and taxation.

(4)

Government Laws, Regulation and Permitting

Mining and exploration activities of the Company are subject to both domestic and foreign laws and regulations governing prospecting, development, production, taxes, labour standards, occupational health, mine safety, waste disposal, toxic substances, the environment and other matters. Although the Company believes that all exploration activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing the operations and activities of the Company or more stringent implementation thereof could have a substantial adverse impact on the Company.

The operations of the Company will require licenses and permits from various governmental authorities to carry out exploration and development at its projects. In Canada, the issuance of governmental licenses and permits are increasingly being influenced by land use consultations between the government and local First Nations communities. There can be no assurance that the Company will be able to obtain the necessary licences and permits on acceptable terms, in a timely manner or at all. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations or material fines, penalties or other liabilities.

(5)

Title to Properties

Acquisition of rights to the mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. Although the Company has investigated the title to all of the properties for which it holds concessions or other mineral leases or licenses or in respect of which it has a right to earn an interest, the Company cannot give an assurance that title to such properties will not be challenged or impugned.

The Company has the right to earn an increased economic interest in certain of its properties. To earn this increased interest, the Company is required to make certain exploration expenditures and payments of cash and/or Company shares. If the Company fails to make these expenditures and payments, the Company may lose its right to such properties and forfeit any funds expended up to such time.

(6)

Estimates of Mineral Resources

The mineral resource estimates used by the Company are estimates only and no assurance can be given that any particular level of recovery of minerals will in fact be realized or that an identified resource will ever qualify as a commercially mineable (or viable) deposit which can be legally or commercially exploited. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material.

(7)

Cash Flows and Additional Funding Requirements

The Company has limited financial resources, no sources of operating cash flows and no assurances that sufficient funding, including adequate financing, will be available. If the Company’s exploration programs are successful, additional funds will be required in order to complete the development of its projects. The sources of funds currently available to the Company are the raising of equity capital, further financing from the Companies strategic partners, or the offering of an ownership interest in its projects to a third party. There is no assurance that the Company will be successful in raising sufficient funds to conduct further exploration and development of its projects or to fulfill its obligations under the terms of any option or joint venture agreements, in which case the Company may have to delay or indefinitely postpone further exploration and development, or forfeit its interest in its projects or prospects.

(8)

Key Management

The success of the Company will be largely dependent upon the performance of its key officers, consultants and employees. Locating mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration personnel involved. The success of the Company is largely dependent on the performance of its key individuals. Failure to retain key individuals or to attract or retain additional key individuals with necessary skills could have a materially adverse impact upon the Company’s success.

(9)

Volatility of Share Price

Market prices for shares of early stage companies are often volatile. Factors such as announcements of mineral discoveries, financial results, and other factors could have a significant effect on the price of the Company’s shares and the amount of financing that can be raised by the Company.

(10)

Foreign Currency Exchange

A small portion of the Company’s expenses are now incurred in foreign currencies. The Company’s business will be subject to risks typical of an international business including, but not limited to, differing tax structures, regulations and restrictions and general foreign exchange rate volatility. Fluctuations in the exchange rate between the Canadian dollar and such other currencies may have a material effect on the Company’s business, financial condition and results of operations and could result in downward price pressure for the Company’s products or losses from currency exchange rate fluctuations. The Company does not actively hedge against foreign currency fluctuations.

(11)

Conflict of Interest

Some of the Company’s directors and officers are directors and officers of other natural resource or mining-related companies. These associations may give rise from time to time to conflicts of interest. As a result of such conflict, the Company may miss the opportunity to participate in certain transactions.

(12)

Forward Looking Information

Forward-looking information is included in this Form 20-F, which involves known and unknown risks, uncertainties and other factors that may cause actual results, performance, achievements or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information is identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and similar terms and phrases, including references to assumptions. Such information may involve, but are not limited to, comments with respect to strategies, expectations, planned operations or future actions.

Forward-looking information reflects current expectations of management regarding future events and operating performance as of the date of this Annual Report. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the following factors (as discussed above): industry; commodity prices; competition; foreign political risk; government laws; regulation and permitting; title to properties; estimates of mineral resources; cash flows and additional funding requirements; key management; possible dilution to present and prospective shareholders; material risk of dilution presented by large number of outstanding share purchase options and warrants; trading volume; volatility of share price; foreign currency risk; and conflict of interest.

Although the forward-looking information contained in this Annual Report is based upon what the Company’s management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such information. Forward-looking information reflects management’s current beliefs and is based on information currently available to the Company. Such information reflects current assumptions regarding future events and operating performance including, without limitation, a strong global demand for mineral commodities, continued funding and continued strength in the industry in which the Company operates, and speaks only as of the date of this discussion. The forward-looking information is made as of the date of this Annual Report.

ITEM 4. INFORMATION ON THE COMPANY

History and Development of the Company

The Company was incorporated on May 22, 1985 under the laws of the Province of British Columbia, Canada under the name Canadian Gravity Recovery Group Ltd. On June 14, 1985, the Company changed its name to CanAlaska Resources Ltd. On September 15, 1993, the Company consolidated its share capital on a four for one basis and changed its name to International CanAlaska Resources Ltd. On October 19, 1999 the Company consolidated its share capital on a five for one basis and changed its name to CanAlaska Ventures Ltd. The Company was transitioned under the Business Corporations Act on September 24, 2004. The Company changed its name to CanAlaska Uranium Ltd. on October 11, 2006. The registered office is #1020 – 625 Howe Street, Vancouver, B.C., V6C 2T6, CANADA. The telephone number is 1.604.688.3211 the fax number is 1.604.688.3217. The company’s host agent in the United States is Incorp Services Inc., 375 N. Stephanie Street, Suite 1411, Henderson, Nevada 89014-8909, USA.

Business Overview

The Company currently has over 21 projects and in fiscal 2010, the Company spent $9.3 million on exploration costs in the Athabasca Basin. Of these expenditures, over 38% ($3.5 million) was spent on the Cree East project that was funded through the Company’s strategic relationship with the Korean Consortium. A further 19% ($1.8 million) of the exploration dollars were spent by Mitsubishi on the West McArthur project. $0.5 million (or 5% of total expenditures) was spent on the Poplar project, of which $0.3 million was reimbursed by ERI. The Company has spent $0.9 million and $0.9 million of its own funds in advancing the Fond Du Lac, Black Lake and Collins Bay Extension projects respectively.

The following table summarizes the Company’s expenditures in the Athabasca Basin over the last eight quarters. The reimbursements figures in the table do not include the contributions from our Korean Partners on Cree East. The reimbursements figures represent contributions from Mitsubishi and ERI on West McArthur and Poplar projects.


($000's) Total Deferred Exploration	Quarterly								Year Ended
($000's) Total Deferred Exploration	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10
Camp Cost & Operations	415	488	338	663	154	360	206	1,124	1,904	1,844
Drilling	157	1,239	58	1,759	418	52	94	1,983	3,213	2,547
General & Admin	185	745	113	442	117	89	126	135	1,485	467
GeoChemistry	89	166	77	75	24	57	5	61	407	147
Geology	682	521	235	328	241	197	179	445	1,766	1,062
GeoPhysics	322	658	205	457	466	427	370	936	1,642	2,199
Other	145	146	568	342	317	226	743	(299)	1,201	987
Gross Expenditures	1,995	3,963	1,594	4,066	1,737	1,408	1,723	4,385	11,618	9,253
Reimbursement/Writeoffs	(1,474)	(1,233)	(468)	(710)	(91)	(328)	(398)	(1,353)	(3,885)	(2,170)
Net Expenditures	521	2,730	1,126	3,356	1,646	1,080	1,325	3,032	7,733	7,083

Organizational Structure

The Company is the sole shareholder of CanAlaska Resources Ltd. USA. The Company’s agent in the host country is Incorp Services, Inc., 375 N. Stephanie Street, Suite 1411, Henderson, Nevada 89014-8909, USA.

The Company has a wholly-owned subsidiary, CanAlaska West McArthur Uranium Ltd., incorporated on March 15, 2007 under the laws of the Province of British Columbia, Canada. This subsidiary acts as the operator for the West McArthur Joint Venture and holds the claims for the partners. The joint venture was entered into in February 2010 and is held 50/50 by MC Resources Canada Ltd. and the Company.

The Company has a wholly-owned subsidiary, Poplar Uranium Limited. This subsidiary was incorporated as Ravenstone Resources Limited on October 15, 2007 and changed its name to Poplar Uranium Limited on August 13, 2009.

The Company owns 100% of a New Zealand subsidiary, Golden Fern Resources Limited. Golden Fern Resources Limited was incorporated in New Zealand under the Companies Act 1993 on August 15, 2002 as Dunedin Goldfields Limited and changed its name to CanAlaska Ventures NZ Limited on the July 23, 2004 and further changed its name to Golden Fern Resources Limited on May 17, 2005.

The Company holds a 59.4% interest in both CanAlaska Korea Uranium Ltd. and Canada-Korea Uranium Limited Partnership as at April 30, 2010. CanAlaska Korea Uranium Ltd. was incorporated on July 4, 2007 in the Province of British Columbia, Canada. Canada-Korea Uranium Limited Partnership was registered under Section 51 of the Partnership Act of British Columbia, Canada on the December 14, 2007, as periodically amended.

The Company’s registered and executive office is located at #1020 – 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6, telephone number +1-604.688.3211. The Company is a reporting issuer in the Province of British Columbia, and is extra provincially registered in the Provinces of Alberta, Saskatchewan, Manitoba and Labrador and Newfoundland, Canada.

Property and Equipment

The Company's principal mineral properties and claims are situated in the Canadian provinces of Saskatchewan, Alberta, and Manitoba, with additional properties in Labrador and Newfoundland, British Columbia, New Zealand and the state of Alaska.

There are no known commercial bodies of ore on any of the properties or claims in which the Company has an interest. The Company's activities with respect to such properties and claims constituted and will constitute an exploration search. At this time, the Company has committed the majority of its current exploration efforts to uranium exploration in Canada.

To review the most current information and exploration details on the company’s mineral properties and claims, please refer to our web site at www.canalaska.com under the Projects heading.


	2010 Fiscal Expenditures				Life to Date - April 30, 2010
Project ($000’s)	Acquisition Costs	Deferred Exploration	Writeoffs/ Reimburse	Total		Acquisition Costs	Deferred Exploration	Writeoffs/ Reimburse	Total
Cree East	-	3,493	-	3,493		-	11,429	-	11,429
West McArthur	-	1,814	(1,551)	263		65	13,952	(11,294)	2,723
Poplar	-	453	(270)	183		166	3,486	(3,210)	442
Fond du Lac	-	916	-	916		120	2,653	-	2,773
Black Lake	4	438	-	442		147	1,487	-	1,634
Grease River	-	49	-	49		118	2,643	(1,909)	852
Cree West	-	39	-	39		40	1,109	(1,110)	39
Key Lake	-	12	-	12		24	1,024	(1,035)	13
NE Wollaston	-	40	-	40		16	6,611	-	6,627
Helmer	43	344	-	387		107	5,000	-	5,107
Lake Athabasca	-	129	-	129		112	5,901	-	6,013
Alberta	-	28	-	28		11	2,329	-	2,340
Hodgson	-	20	-	20		44	1,220	-	1,264
Arnold	-	2	-	2		35	1,239	-	1,274
Collins Bay	-	886	-	886			886	-	886
McTavish	-	(62)	-	(62)		74	654	-	728
Carswell	64	388	-	452		173	416	-	589
Other Athabasca	-	153	(349)	(196)		53	2,840	(1,919)	974
Other Interests	-	30	(1)	29		398	1,364	(1,224)	538
Total	111	9,172	(2,171)	7,112		1,703	66,243	(21,701)	46,245

Cree East Project, Saskatchewan – Korean Consortium

Cree East is a high-priority project located in the south-eastern portion of the Athabasca Basin, 35 kilometres west of the formerly producing Key Lake mine and 5 to 22 kilometres north of the south rim of the Athabasca Basin. The project is comprised of 16 contiguous mineral claims totaling approximately 56,000 hectares. A Korean Consortium (Hanwha Corp., Korea Electric Power Corp., Korea Resources Corp. and SK Energy Co. Ltd.), in December 2007 agreed to spend $19 million on the properties to earn into a 50% interest in the Cree East project.

As of April 30, 2010, the Korean Consortium has contributed $12.6 million towards exploration of the project and holds a 40.6% ownership interest in both CanAlaska Korea Uranium Ltd. and the Canada-Korea Uranium Limited Partnership. The following table summarizes the Korean Consortium expenditures and advances by quarter, fiscal year ended, and life to date (“LTD”) on the project. The table does not include a $0.6 million payment made directly to CanAlaska for intellectual property associated with the project.

Due to the nature of the partnership agreements, the Company accounts for the joint venture as a variable-interest entity (“VIE”), and fully consolidates the joint venture and shows the Korean Consortium’s contributions as a non-controlling interest on CanAlaska’s consolidated balance sheet.


Table 1: ($000's)	Quarterly								Year Ended
Cree East Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	28	126	88	268	8	145	123	379	510	655	2,085
Drilling	9	983	20	908	-	-	58	842	1,920	900	3,563
General & Admin	5	13	33	69	37	39	33	14	120	123	311
Geochemistry	17	5	16	29	5	6	2	27	67	40	407
Geology	6	70	85	147	27	17	19	184	308	247	768
Geophysics	7	199	-	14	361	285	55	262	220	963	2,484
Management Fees	7	141	25	151	45	50	35	178	324	308	902
Other	1	17	97	122	40	30	88	99	237	257	909
Net Expenditures	80	1,554	364	1,708	523	572	413	1,985	3,706	3,493	11,429

In April 2010, the Company announced the preliminary results from the April 2010 (Q410) winter drilling program, where 14 holes were completed (6,139 metres). Initial information from the winter drill program indicates four areas of basement faulting, hydrothermal alteration, and radioactivity, consistent with Athabasca uranium deposit models. At the commencement of the program, ten separate target zones had been defined by airborne and ground geophysics, along a 5 kilometre trend. Locally, these features exhibited strong electromagnetic responses.

The Company is currently awaiting laboratory assay results from drill core zones with high radiometric counts, as well as the results of the trace element geochemistry for these and surrounding drill holes. Based on the preliminary Winter 2010 results, Zone A warrants additional drilling in the summer of 2010 to precisely test the East-West structural trends, and the associated large fault uplifts (over 50 metres vertical).

Drill hole CRE043 at Zone G exhibited several zones of strong fracturation and bleaching in the sandstone over 97.5 metres (from 231 metres to the unconformity at 328.5 metres). At this location, the basement rocks also gave indications of uranium mineralization at 402 metres (maximum of 2,224 counts per second on probe), this equates to a radiometric grade of 2.15 metres @ 0.024 eU1. CRE043 also exhibited hematite alteration to 431 metres depth. For a complete understanding of the drilling results reference should be made to the Company’s press release of April 13, 2010.

In July 2009, the Company embarked on a $0.9 million program of geophysics investigation, comprising hi-resolution airborne magnetic, close-spaced airborne VTEM (4,368 kilometres) and ground TDEM surveys. The targeting data received from these surveys will be used to guide future drilling efforts. In Q110 and Q210 respectively, the Company also conducted 40 and 85 kilometres of induced polarization (“IP”) resistivity surveys. In fiscal 2010, 28% and 26% of exploration expenditures were associated with geophysics and drilling respectively. Under the Cree East agreement, CanAlaska is entitled to charge an operator fee of 10% to recoup its indirect costs associated with the project, which the Company recognizes as management fees.

West McArthur Project, Saskatchewan – Joint Venture with MC Resources Canada Ltd.

The West McArthur project in the Athabasca Basin, Saskatchewan, was optioned in April 2007 to MC Resources Canada Ltd. (formerly Mitsubishi Development Pty Ltd.), a subsidiary of Mitsubishi Corporation of Japan. Under the option agreement, MC Resources Canada Ltd. (“MC Canada”) could exercise an option to earn a 50% interest in the property by investing $11 million. In February 2010, MC Canada exercised their option with a payment to the Company and an unincorporated 50/50 joint venture was formed between the parties to pursue further exploration and development of the property. The Company acts as project operator and earns a fee between 5% and 10%, based on expenditures incurred. The West McArthur project is located immediately west of the McArthur River uranium mine operated by Cameco Corp.


Table 2: ($000's)	Quarterly								Year Ended
West McArthur Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	2	1	113	217	4	3	51	432	333	490	2,594
Drilling	-	-	22	675	-	-	36	749	697	785	5,474
General & Admin	11	355	49	140	25	11	18	34	555	88	1,782
Geochemistry	3	1	-	23	2	5	-	26	27	33	263
Geology	17	39	18	101	31	17	55	136	175	239	550
Geophysics	14	10	10	175	4	7	281	406	209	698	3,093
Option Payments	-	-	-	-	-	-	-	(1,000)	-	(1,000)	(1,000)
Other	8	12	78	129	30	24	230	197	227	481	1,261
Gross Expenditures	55	418	290	1,460	96	67	671	980	2,223	1,814	14,017
Reimbursement	(62)	(310)	(244)	(1,399)	(91)	(57)	(398)	(1,005)	(2,015)	(1,551)	(11,294)
Net Expenditures	(7)	108	46	61	5	10	273	(25)	208	263	2,723

During Q410, the Company carried out a 6,071 metre drilling program combined with ground geophysics. The six-hole drill program was focused on a large conductive zone in the Grid 1 area on the western portion of the project. Previous drill holes, located over an area 2.0 kilometres by 2.5 kilometres, have intersected separate zones of anomalous uranium mineralization, silicification, and sandstone alteration. The 2010 winter drilling was successful in intersecting graphitic horizons which follow the conductive trend. Of particular note is uranium mineralization in two holes. Drill hole WMA022: (0.5 metres @ 0.013% U ₃ O ₈ in the basement (888.1-888.6 metres)) and drill hole WMA024: (0.5 metres @ 0.018% U ₃ O ₈ in sandstone (729.4-729.9 metres)).

Where there was evidence of hydrothermal alteration, it extended well into the sandstone and matches the typical alteration model of Athabasca unconformity style uranium deposits. There is evidence of uranium mineralization in multiple areas, either as enrichment at the unconformity or in basement stringers. The most compelling features for further exploration are the uranium values in sandstone higher in the stratigraphy, the hematized and broken rock in the sandstone, and the pattern of basement offsets and geophysical conductivity.

Following discussion of the winter 2010 exploration results at a recent joint venture management meeting, the joint venture will now contract further geophysical surveys on a property-wide basis commencing this summer and extend the winter geophysical survey for Grid 5 (located 10 kilometres SSE of Grid 1), where a well-defined conductor and low resistivity geophysical zone has been identified. The plan for exploration is progressively to test the seven grids on the property with Phase 1 surveys to outline potential and to provide the basis for Phase 2 target definition. Drilling is planned on Grid 5 in Winter 2011 as part of the Phase 1 evaluation program. For a complete understanding of the drilling results reference should be made to the Company’s press release of June 21, 2010.

In fiscal 2010, drilling costs comprised 43% of the total exploration costs at West McArthur from the 6,071 metre drill program completed in the fourth quarter. Included within Other expenses are management fees charged to and reimbursed by Mitsubishi for CanAlaska acting as project operator.

Poplar Project, Saskatchewan –MOU with East Resources Inc.

The Poplar project, comprising approximately 71,000 hectares, was staked by the Company in 2006 and covers all of the northern edge of the Athabasca Basin located between CanAlaska’s Helmer and Lake Athabasca projects.

In June 2009, the Company announced that it had executed an MOU with East Resource Inc. (“ERI”) on the Poplar project. ERI had a prior, similar MOU with the Company to undertake uranium exploration at the Company's NE Wollaston project in the Province of Manitoba. However, due to prolonged delays in receiving exploration permits for NE Wollaston from the Province of Manitoba which required aboriginal consultations, East Resource Inc. and CanAlaska agreed to work together on the Poplar project under similar earn-in terms as the prior MOU for NE Wollaston.


Table 3: ($000's)	Quarterly								Year Ended
Poplar Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	213	179	28	5	2	152	11	1	425	166	806
Drilling	-	-	-	-	-	-	-	-	-	-	-
General & Admin	63	67	(12)	(3)	16	9	5	17	115	47	340
Geochemistry	31	80	15	1	-	12	-	-	127	12	139
Geology	63	145	41	29	25	45	12	9	278	91	384
Geophysics	304	280	61	25	12	1	5	-	670	18	1,678
Other	2	3	112	12	20	97	2	-	129	119	305
Gross Expenditures	676	754	245	69	75	316	35	27	1,744	453	3,652
Reimbursement	(623)	(719)	(95)	(60)	-	(270)	-	-	(1,497)	(270)	(3,210)
Net Expenditures	53	35	150	9	75	46	35	27	247	183	442

During fiscal 2009, the Company conducted 1,130 kilometres of prospecting and seismic geophysics over approximately 1,600 kilometres. This work program outlined uranium mineralization in basement rocks located north of the edge of Lake Athabasca, and indicated continuity of mineralized units and structural breaks associated with mineralizing systems further to the south into areas covered by the lake. The airborne surveys and extensive geophysical seismic surveying in the lake-covered area also show a large number of anomalous conductive zones and structural breaks, which elsewhere are generally thought to be associated with mineralizing events. Detailed analysis of the data continues.

Under the terms of the MOU, ERI may earn a 40% interest in the Poplar project by undertaking a minimum of 100,000 metres of diamond drilling within 5 years. ERI may earn a 70% interest by undertaking a minimum of 50,000 metres of diamond drilling, successfully completing feasibility study for a minimum economic reserve of 15 million pounds U ₃ O ₈ and fully-financing the costs of mine construction. ERI may earn an 80% interest by undertaking a minimum of 50,000 metres of diamond drilling, successfully completing feasibility study for a minimum economic reserve of 35 million pounds U ₃ O ₈ and fully-financing the costs of mine construction. ERI may also earn an additional 15% interest to hold a cumulative 95% ownership by granting to CanAlaska a 5% gross revenue royalty from the production and sale of minerals.

In August 2009, ERI funded $270,000 under their MOU for exploration work on the project. Accordingly, in Q210, six ERI geologists from China, along with CanAlaska personnel commenced geological mapping and prospecting of 5 target zones in preparation for future drilling programs. In Q410, discussions on a definitive agreement between the Company and ERI in respect of the Poplar project continued.

Fond Du Lac Project, Saskatchewan – Optioned from the Fond Du Lac Denesuline First Nation

On October 18, 2006, CanAlaska optioned the Fond Du Lac project from the Fond Du Lac Denesuline First Nation. The project spans approximately 36,000 hectares and contains a uranium deposit with a historical (non 43-101 compliant) resource. CanAlaska can earn a 49% interest in the project by funding $2 million in exploration over 5 years. In addition, the Company is committed to pay to the Fond Du Lac Denesuline First Nation a further $130,000 in cash consideration ($50,000 paid; June 2010: $40,000; June 2011:$40,000) and 300,000 shares (200,000 shares issued; June 2010: 50,000; June 2011: 50,000).


Table 4: ($000's)	Quarterly								Year Ended
Fond Du Lac Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	76	150	93	28	100	53	9	9	347	171	520
Drilling	122	242	16	5	224	52	-		385	276	661
General & Admin	6	18	7	6	6	23	39	2	37	70	173
Geochemistry	1	36	31	13	8	24	1	4	81	37	118
Geology	30	105	11	10	94	40	43	7	156	184	365
Geophysics	1	98	146	92	18	9	4	1	337	32	484
Option Payments	-	29	-	-	-	-	-	-	29	-	117
Other	18	46	99	18	47	65	23	11	181	146	335
Net Expenditures	254	724	403	172	497	266	119	34	1,553	916	2,773

The Company received its exploration permit from Indian and Northern Affairs Canada on June 24, 2008. In July and August 2008, the Company carried out a 1,300 metre drill program in the vicinity of the zone of known uranium mineralization. In mid-September 2008, the Company released the first drill results from the program, confirming good uranium mineralization and significant response from ongoing geophysical surveys over the target area.

In Q209 and Q309, the Company undertook over 2,500 kilometres of airborne geophysics and 63 line kilometres of prospecting. The results from the geophysics and drill program indicate the potential for further zones of uranium mineralization within the vicinity of the known mineral deposit. Additionally, the drill program intercepted fault structures and hematite alteration zones in the basement rocks underlying the target area, indicating the potential for basement hosted uranium mineralization.

During January, 2010, the Company completed 2,814 metres of drilling. In September 2009, CanAlaska reported assay results from its August 2009 drill program at Fond Du Lac which included the results from hole FDL017. Hole FDL017 returned 40.4 metres averaging 0.32% U ₃ O ₈ , including 6 metres averaging 1.13% U ₃ O ₈ with individual values of half-metre samples grading up to 3.77% U ₃ O ₈ . For a complete understanding of the assays results from this drill program, reference should be made to the Company’s press release of September 22, 2009. It also undertook surface trench sampling and mapping on the western portion of the Fond Du Lac project where significant surface, and near surface uranium mineralization, was discovered. For a full understanding of the results, reference should be made to the Company’s press release of September 16, 2009.

In fiscal 2010, drilling comprised 30% and geology comprised 20% of the exploration expenditures at Fond Du Lac. The decrease in camp costs and operations for fiscal 2010 is consistent with the drill program that was being conducted at that time. The second half of the year was focused on interpretation of the drilling data.

Black Lake Project, Saskatchewan – Optioned from Black Lake Densuline First Nation

In December 2006, the Company acquired from the Black Lake Denesuline First Nation an option to earn a 49% interest in the project. To earn its interest the Company must make payments totaling $130,000 ($101,628 paid; July 2011: $28,372), issue 300,000 shares (200,000 issued; July 2010: 50,000 shares; July 2011: 50,000 shares), and incur exploration expenditures of $2 million ($1.0 million incurred; July 2010: $0.7 million; July 2011: $1.2 million; July 2012: $2.0 million).


Table 5: ($000's)	Quarterly								Year Ended
Black Lake Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	2	16	16	121	39	1	-	-	155	40	199
Drilling	-	-	-	172	194	-	-	-	172	194	366
General & Admin	1	4	3	19	6	3	1	-	27	10	99
Geochemistry	-	23	7	8	9	-	-	-	38	9	50
Geology	27	78	17	26	30	1	8	1	148	40	234
Geophysics	-	-	-	141	43	1	-	-	141	44	327
Option Payments	-	29	-	-	52	-	-	-	29	52	175
Other	3	-	64	56	32	2	8	11	123	53	184
Net Expenditures	33	150	107	543	405	8	17	12	833	442	1,634

In Q110, the Company completed its 1,923 metre drill program, which comprised 649 metres in Q409 and 1,272 metres in Q110. In August 2009, the results of Q409 drill campaign at Black Lake were announced with elevated uranium values of 12 parts per million (“ppm”) being intersected in the north and the eastern-most drill hole in the south intersecting 140 ppm of uranium. For full results of the winter-spring drill program, reference should be made to the Company’s press release of August 5, 2009.

In Q110, the Company paid $51,628 to Indian and Northern Affairs Canada on behalf of the Black Lake Denesuline First Nations. These payments will be offset against future options payments. During the remainder of fiscal 2010, only limited activity was undertaken on the project as the Company was interpreting the drilling data.

In fiscal 2010, drilling costs comprised 44% of the total exploration costs at Black Lake from the 1,272 metre drill program completed in the first quarter.

Collins Bay Extension Project – Optioned from Bayswater Uranium

In July 2009, the Company executed an option agreement with Bayswater Uranium Corporation to commence exploration on the Collins Bay Extension uranium project (“CBX”), which is directly adjacent to, and following the North-East strike of the past-producing uranium mines at Rabbit Lake and Collins Bay, and the current producing uranium mine at Eagle Point in Saskatchewan. CBX contains a significant number of exploration targets within the Snowbird and Fife Island areas. Under the terms of the option agreement, CanAlaska shall act as the exploration operator and may earn a 51% participating interest in the project by undertaking a minimum of $4.0 million in exploration expenditures within 5 years, and issuing a total of 500,000 (100,000 issued) shares to Bayswater over the same period. The Company may increase its participating interest to a 70% level by successfully undertaking a further $2.0 million in exploration expenditures over a further period of 3 years.


Table 6: ($000’s)			Quarterly							Year Ended
Collins Bay Extension Project	Q109	Q209		Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	-	-		-	-	1	5	9	180	-	195	195
Drilling	-	-		-	-	-	-	-	279	-	279	279
General & Admin	-	-		-	-	1	-	6	1	-	8	8
Geochemistry	-	-		-	-	-	-	-	2	-	2	2
Geology	-	-		-	-	6	13	6	51	-	76	76
Geophysics	-	-		-	-	1	-	2	139	-	142	142
Option Payments	-	-		-	-	8	-	-	-	-	8	8
Other	-	-		-	-	6	3	15	152	-	176	176
Net Expenditures	-	-		-	-	23	21	38	804	-	886	886

In Q110, the $8,000 option payment cost represents the fair value of the 50,000 CanAlaska shares issued to Bayswater.

In September 2009, field crews mapped and sampled mineralization in the Fife Island area north of the Eagle Point mine, and along the same geological trend in preparation for the winter drill program.

In Q410, CanAlaska carried out a two drill program on the property. One program concentrated on the vein mineralization on the northern part of Fife Island. This drilling intersected uranium mineralization in four drill holes. The second program southwest of Blue Island was identified from the VTEM airborne geophysical survey completed in 2007. In house inversion of the data defined two large zones (700 metres by 500 metres) of very high conductivity in basement rocks, located below conductive lake sediments, and straddling an east-west magnetic structural trend. Detailed gravity surveys across the target in January 2010 have confirmed a large gravity low associated with each of the deeper conductive zones. The drill program provided evidence of a large geological event with uranium, breccias and structured displacement.

In fiscal 2010, drilling costs comprised 31% of the total exploration costs at Collins Bay Extension from the 1,133 metre drill program completed in the fourth quarter.

Grease River Project, Saskatchewan - Optioned to Westcan Uranium

The Grease River project covers approximately 70,000 hectares in three separate claim blocks that extend from Bulyea River, north of Fond Du Lac, to Marytnuik Lake, north of Stony Rapids, and covers four geological domains.

On April 10, 2007, the Company granted an option to Yellowcake plc, and subsequently consented to the introduction of Uranium Prospects plc to earn a 60% interest in the project. Uranium Prospects plc could have exercised its option to earn a 60% interest in the project by making payments, issuing shares, and making exploration expenditures of $5 million. This option was terminated in June 2009.


Table 7: ($000's)	Quarterly								Year Ended
Grease River Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	54	11	-	23	-	-	-	-	88	-	565
Drilling	33	13	-	-	-	-	-	-	46	-	46
General & Admin	88	17	9	11	8	-	2	9	125	19	358
Geochemistry	6	12	4	-	-	-	-	-	22	-	111
Geology	444	63	49	11	15	6	2	-	567	23	1,127
Geophysics	-	-	-	-	-	-	-	-	-	-	244
Other	60	1	67	2	5	2	-	-	130	7	310
Gross Expenditures	685	117	129	47	28	8	4	9	978	49	2,761
Reimbursement	(781)	(114)	(131)	755	-	-	-	-	(271)	-	(1,909)
Net Expenditures	(96)	3	(2)	802	28	8	4	9	707	49	852

In Q109, the Company undertook detailed prospecting and mapping on the Grease River property. The Company had recorded accruals for the reimbursement of costs from Uranium Prospects. This receivable was reversed and written-off in Q409, as no cash had been received. The option was subsequently terminated in June 2009. Only minimal activity occurred on the property during the fiscal year ended April 30, 2010.

In August 2010, the Company executed an option agreement with Westcan Uranium Ltd. (“Westcan”) (formerly International Arimex Resources Inc.) to commence exploration of the Grease River project. Under the terms of the option agreement, Westcan may earn a 50% interest in the property by issuing up to 5% of the issued and outstanding shares of Westcan and making exploration expenditures of $4,500,000 by December 2013. The Company will act as the operator for the exploration project and will earn a management fee of 10% of the exploration expenditures incurred.

Cree West Project, Saskatchewan – Optioned to Westcan Uranium

The Cree West project comprises a 100% interest in 4 mineral claims (approximately 13,000 hectares) located 70 kilometres northwest of the Key Lake uranium mine and between 25 and 57 kilometres north of the south rim of the Athabasca Basin. On April 24, 2006, the Company granted to Westcan an option to earn up to a 75% interest in the Cree West project. Westcan can earn a 50% interest in the property by making cash payments of $150,000 (received), issuing 600,000 shares (received) and making $3.6 million of exploration expenditures. Westcan may elect to acquire an additional 10% interest by expending an additional $4 million on exploration within 2 years of vesting its 50% interest. Westcan may elect to acquire a further 15% ownership, for a total of 75%, by completing a feasibility study within 2 years, issuing to the Company 400,000 additional common shares, and expending a minimum of $1 million on the project.

The Company will act as the operator of the project until Westcan has a vested 60% interest. Upon attaining commercial production, the Company will receive a 3% net smelter royalty. As of April 30, 2010, Westcan had contributed $0.8 million towards exploration expenditures. The Company has granted an extension to Westcan in respect of its exploration commitments under the agreement and expects Westcan to continue the exploration of the project in 2010.


Table 8: ($000's)	Quarterly								Year Ended
Cree West Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	-	-	-	-	-	-	-	-	-	-	158
Drilling	-	-	-	-	-	-	-	-	-	-	-
General & Admin	-	50	(3)	-	-	-	-	39	47	39	326
Geochemistry	-	-	-	-	-	-	-	-	-	-	102
Geology	3	1	-	-	-	-	-	-	4	-	117
Geophysics	-	-	-	-	-	-	-	-	-	-	290
Other	-	-	1	-	-	-	-	-	1	-	156
Gross Expenditures	3	51	(2)	-	-	-	-	39	52	39	1,149
Reimbursement	(3)	(51)	4	(2)	-	-	-	-	(52)	-	(1,110)
Net Expenditures	-	-	2	(2)	-	-	-	39	-	39	39

An airborne magnetic and electromagnetic survey was carried out in 2006, and ground AMT surveys were carried out in early winter 2007 and 2008. Drill testing has been recommended to determine the cause of the anomalous geophysical targets.

Key Lake Project, Saskatchewan – Optioned to Westcan Uranium

The Key Lake project comprises four mineral claims in three separate blocks totaling approximately 6,000 hectares located within 15 kilometres of the formerly producing Key Lake uranium mine. On March 2, 2006, the Company optioned to Westcan up to a 75% interest in the Key Lake project. Westcan may, at its option, earn a 50% interest in the property by making cash payments of $150,000 (received), issuing 300,000 shares (received), and making exploration expenditures of $2 million. Westcan may elect to acquire an additional 10% interest by expending an additional $2 million on exploration, and may elect to acquire a further 15% ownership, for a total of 75%, by completing a feasibility study within 2 years, issuing to the Company 200,000 additional common shares, and expending a minimum of $500,000 per year on the Project. The Company will act as the operator of the project until Westcan has a vested 60 % interest. Upon commercial production, the Company will receive a 3% net smelter royalty. As of April 30, 2010, Westcan had contributed $ 0.9 million towards exploration expenditures. The Company granted an extension to Westcan in respect of its exploration commitments under the agreement and expects Westcan to continue exploration of the project in 2010.


Table 9: ($000's)	Quarterly								Year Ended
Key Lake Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	1	-	-	-	-	-	-	-	1	-	252
Drilling	(8)	1	-	-	-	-	-	-	(7)	-	427
General & Admin	-	39	-	1	-	-	-	4	40	4	118
Geochemistry	3	-	-	-	-	-	-	-	3	-	8
Geology	9	-	2	-	-	-	4	3	11	7	54
Geophysics	-	-	-	-	-	-	1	-	-	1	140
Other	-	-	3	-	-	-	-	-	3	-	49
Gross Expenditures	5	40	5	1	-	-	5	7	51	12	1,048
Reimbursement	(5)	(40)	(2)	(3)	-	-	-	-	(50)	-	(1,035)
Net Expenditures	-	-	3	(2)	-	-	5	7	1	12	13

In winter 2007, three holes costing $150,868 were drilled on a conductor on one claim, providing one intersection of minor uranium mineralization (0.058% U ₃ O ₈ over 1 metre), but with strong alteration and faulting. In winter 2008, an additional target was drill-tested on another claim, returning highly-anomalous rare earths mineralization.

10.

Helmer Project, Saskatchewan

The Helmer Project comprises a contiguous block of 19 mineral claims totaling approximately 57,000 hectares in the central part of the north rim of the Athabasca Basin west and south of Fond Du Lac, and 50 kilometres southeast of Uranium City.

In Q410, the Company drill tested a group of targets along the Grease River fault, which were modeled from airborne EM and gravity surveys. The target area is just south of CanAlaska’s Fond Du Lac project, and is located on the eastern part of the Helmer project. Previous airborne surveys provided strong evidence of conductive targets in the lower levels of the Athabasca sandstone, immediately above a strong zone of dislocation in the Grease River fault system. The drilling was completed in March 2010, and the Company is reviewing results and interpreting the drill data.

In fiscal 2010, drilling costs comprised 29% and camp cost & operations comprised 32% of the total exploration costs at Helmer.


Table 10: $000's	Quarterly								Year Ended
Helmer Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	8	2	-	-	-	-	-	122	10	122	1,102
Drilling	-	-	-	-	-	-	-	114	-	114	1,289
General & Admin	2	7	1	45	-	-	6	11	55	17	752
Geochemistry	1	-	-	-	-	-	-	1	1	1	102
Geology	23	(5)	7	-	-	-	3	27	25	30	363
Geophysics	4	24	6	-	1	2	7	14	34	24	902
Other	1	-	10	-	3	-	46	30	11	79	597
Net Expenditures	39	28	24	45	4	2	62	319	136	387	5,107

11.

Lake Athabasca Project, Saskatchewan

The Lake Athabasca project comprises 13 contiguous mineral claims totaling approximately 41,000 hectares, chiefly on Lake Athabasca, southwest of Uranium City and the former producing Gunnar Uranium Mine. About 8% of the property area is comprised of islands located south of the Crackingstone Peninsula.


Table 11: ($000's)	Quarterly								Year Ended
Lake Athabasca Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	21	6	(9)	-	-	3	-	-	18	3	1,823
Drilling	1	-	-	-	-	-	-	-	1	-	1,056
General & Admin	1	17	-	-	5	2	3	1	18	11	645
Geochemistry	19	1	3	-	-	7	2	1	23	10	104
Geology	30	4	-	-	1	33	23	8	34	65	392
Geophysics	6	19	(18)	-	12	7	7	-	7	26	1,688
Other	1	8	10	-	-	8	4	2	19	14	305
Net Expenditures	79	55	(14)	-	18	60	39	12	120	129	6,013

Drilling began in winter 2007. These holes confirmed the existence of uranium mineralizing events over a considerable area of the unconformity in this area and at Grouse Island, 3.5 kilometres to the south-east. In early winter 2008, the Company completed five more drill holes at three new targets near Johnston Island. Two holes targeted uranium mineralization in basement intrusive rocks. Holes near Johnston Island focused on known mineralized zones. The third target south of Johnston Island defined a very prominent geophysical target that has now been shown as related to a large local uplift in the unconformity. Additional drilling is currently being considered.

12.

NE Wollaston Project, Manitoba

NE Wollaston comprises mineral claims of approximately 144,000 hectares which straddle the Saskatchewan-Manitoba border and lie between 90 and 170 kilometres northeast along the Wollaston trend of basement formations hosting uranium deposits, which include Rabbit Lake, Collins Bay and Eagle Point Uranium Mines. The geological targets across the NE Wollaston project match the styles of mineralization reported from basement-hosted mineral deposits further south in the Athabasca Basin. There is clear observation of late replacement pitchblende mineralization in vein zones, fractures, and as disseminations in host rocks. There is also evidence of more-disseminated mineralization across stratigraphic horizons, and multitudes of pegmatitic intrusive events, many of them containing primary uranium mineralization, or with brecciation and later uranium mineralization.

In 2004, CanAlaska acquired the mineral leases in the area and began systematic prospecting and lake sediment sampling. With encouraging results, this continued in 2006 with airborne surveys, systematic prospecting, geochemical and geophysical surveys. The highlight was the discovery of extensive uranium-mineralized belts, either within, or cutting across all rock types in the area. The Company aborted drill testing of initial targets in early 2007 due to drill contractor difficulties. However, further detailed work was carried out in the summer of 2007 on each of the current targets as well as on additional preliminary targets for a total cost of $1.6 million. In early 2008, the Company released details of 1,620 higher-grade uranium samples, taken from 47 separate zones with extensive boulder dispersion trains and surface uranium mineralization.


Table 12: ($000's)	Quarterly								Year Ended
NE Wollaston Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	(6)	(4)	9	-	-	-	1	-	(1)	1	1,363
Drilling	-	-	-	-	-	-	-	-	-	-	373
General & Admin	1	9	-	1	8	-	2	1	11	11	707
Geochemistry	-	-	-	-	-	-	-	-	-	-	797
Geology	19	21	4	1	-	8	1	1	45	10	2,313
Geophysics	3	1	-	-	-	-	-	-	4	-	905
Other	2	1	13	-	2	7	5	4	16	18	169
Net Expenditures	19	28	26	2	10	15	9	6	75	40	6,627

Further exploration on the project awaited the conclusion of land use consultations between the Province of Manitoba and local First Nations communities and on March 13, 2010, the Manitoba Government issued exploration permits for ground work and drilling on the property. Community consultation is ongoing.

13.

McTavish Project, Saskatchewan – Optioned to Kodiak Exploration Limited

The McTavish project covers 16,000 hectares. The claims are centered approximately 50 kilometres southeast of the McArthur River mine and 40 kilometres northwest of the Key Lake mine, with the southeastern claim located approximately 10 kilometres due west of Cameco Corp.’s Millennium uranium deposit. Work-to-date includes summer 2006 ground-based sampling/lake sediment analysis, and a Geotech VTEM airborne survey. The claims covering the main VTEM conductive targets were re-staked in 2007.


Table 13: ($000's)	Quarterly								Year Ended
McTavish Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	-	-	-	-	-	-	-	-	-	-	14
Drilling	-	-	-	-	-	-	-	-	-	-	-
General & Admin	-	-	1	-	-	-	3	-	1	3	525
Geochemistry	-	-	-	-	-	-	-	-	-	-	12
Geology	-	-	-	-	-	-	-	-	-	-	1
Geophysics	-	-	-	-	1	-	1	-	-	2	186
Option Payment	-	-	-	-	-	(67)	-	-	-	(67)	(67)
Other	-	-	-	-	-	-	-	-	-	-	57
Net Expenditures	-	-	1	-	1	(67)	4	-	1	(62)	728

In August 2009, the Company announced that it had entered into an option agreement with Kodiak Exploration Limited ("Kodiak") on the McTavish project. Kodiak has been granted an option to acquire up to a 70% interest in the project. In order to earn an initial 50% interest, Kodiak must complete $4.0 million in exploration and issue 1,000,000 Kodiak shares to CanAlaska (100,000 issued) as follows: 100,000 on or before the date of acceptance of the transaction by the TSX Venture Exchange and then, on or before each anniversary date thereafter, make annual work expenditures and issue shares respectively of: first year – $0.6 million and 50,000 shares; second year – $0.8 million and 50,000 shares; third year – $1.2 million and 50,000 shares; fourth year – $1.4 million and 50,000 shares, and; fifth year – $nil and the remaining balance of 700,000 shares.

Kodiak may earn a further 10% interest in the project (60% total), by: (1) expending a further $3 million, over an additional three year period; (2) issuing an additional 550,000 Kodiak shares, and; (3) producing a 43-101 compliant resource estimate containing at least 35 million pounds of U ₃ O ₈ in the measured and indicated categories. By defining a resource of 50 million pounds or more of U ₃ O ₈ during the same period, Kodiak's interest may increase to 70%.

Kodiak carried out ZTEM airborne geophysical surveys across the property in September 2009 and carried out a drill program consisting of two holes in March and April 2010.

The negative option payment amount of $67,000 in Q210 represents the fair value of the 100,000 Kodiak common shares received as part of our option agreement.

14.

Carswell Project, Saskatchewan


Table 14: ($000's)	Quarterly								Year Ended
Carswell Project	Q109	Q209	Q309	Q409	Q110	Q210	Q310	Q410	Apr-09	Apr-10	LTD
Camp Cost & Operations	-	-	-	-	-	-	-	-	-	-	-
Drilling	-	-	-	-	-	-	-	-	-	-	-
General & Admin	-	-	-	-	-	-	2	2	-	4	5
Geochemistry	-	-	-	-	-	-	-	-	-	-	-
Geology	-	-	-	-	1	-	3	16	-	20	20
Geophysics	-	-	-	-	-	114	2	14	-	130	130
Option Payment	-	-	-	-	-	-	200	-	-	200	200
Other	25	-	7	2	-	1	82	15	34	98	234
Net Expenditures	25	-	7	2	1	115	289	47	34	452	589

Carswell is comprised of approximately 29,000 hectares of mineral claims in the vicinity of Cluff Lake, Saskatchewan. In December 2009, the Company issued 1,250,000 shares and made a $62,500 cash payment under a purchase agreement with Hawk Uranium Inc. to acquire mineral claims in the Cluff Lake area adjacent to its Carswell property. Hawk Uranium Inc. will retain a 2.5% Net Smelter Return (“NSR”), 2% of which will be purchasable by the Company for payment of $2.0 million. The Company is currently completing a comprehensive project report.

The option payment amount of $200,000 in Q310 represents the fair value of the 1,250,000 CanAlaska common shares issued to Hawk Uranium Inc. as part of our option agreement.

15.

Other Projects

A full description of the Company’s other projects can be found on the Company’s website at www.canalaska.com .


Table 15 Other projects update	Status	Recent work undertaken
Waterbury	High priority - Seeking Venture Partner	3 drill targets identified on these claims
Hodgson	High priority - Seeking Venture Partner	Further detailed work planned
Moon	Seeking Venture Partner	Follow-up ground geophysics planned
Alberta	Seeking Venture Partner	Viable drill targets identified
Arnold	Seeking Venture Partner	Initial airborne and ground surveys completed
Kasmere		Exploration permits pending
Misty	Optioned to Great Western Minerals Group terminated June 2010	Land use consultations ongoing with local First Nations Communities
Rainbow Hill AK	Option to District Gold terminated in December 2009	No significant work undertaken
Voisey’s Bay East “VB2”	JV With Columbia Yukon
Voisey’s Bay South “VB1”	Disposed	Geophysics surveys undertaken
Zeballos	Ridgeback Global Resources Plc	43-101 report completed
Glitter Lake	Disposed, NSR retained	Field work carried out
Rise and Shine, NZ	Under Joint Venture with Oceana Gold	Recent mapping and geophysics
Reefton Property, NZ	Seeking Venture Partner	Ground survey and mapping completed

On February 9, 2009, the Company announced that Kent Exploration Inc. entered into a 5-year option agreement to acquire a 70% interest in the Reefton Project. The agreement was terminated by Kent in August 2009.

CanAlaska's New Zealand subsidiary, Golden Fern Resources Ltd., the pending holder under joint venture of the mineral license covering the Rise and Shine shear zone, located north of Cromwell, New Zealand, has entered into an option agreement for the sale of a 70% ownership interest in Golden Fern. The funding for Golden Fern will allow detailed project evaluation and exploration on the Rise and Shine project, including 4,000 metres of drill testing on favourable gold targets. Additional terms of the agreement include progressive cash payments of $13,000 and the issuance of 200,000 shares in Glass Earth Gold Ltd. to the Company over the course of the program. This agreement was terminated by Glass Earth in June 2010.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Operating Results

This discussion should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended April 30, 2010 attached as Appendix (A) and the Management Discussion and Analysis for the same period attached as Appendix (B) .

Critical Accounting Policies

The Company’s significant accounting policies are set out in Note 3 of the audited consolidated financial statements for the year ended April 30, 2010.

Financial assets and liabilities

Financial assets and liabilities are initially recognized at fair value and are subsequently measured based on their classification as held-to-maturity, loans and receivables, available-for-sale or held-for-trading. The classification is not changed subsequent to initial recognition.

Held-for-trading

Financial assets and financial liabilities that are purchased and incurred with the intention of generating profits in the year term are classified as held-for-trading. These instruments are measured at fair value with the change in the fair value recognized in income.

Available-for-sale securities

Available-for-sale securities are reported at fair value based on quoted market prices. Unrealized gains and losses on available-for-sale securities are included in shareholders’ equity as a component of other comprehensive income.

Mineral properties and deferred exploration expenditures

The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable.

Mineral exploration and development costs are capitalized on an individual prospect basis until such time as an economic ore body is defined or the prospect is determined by management to be impaired or abandoned. Amounts received for the sale of resource properties, for option payments for exploration advances and for recovery of mineral property expenditures are treated as reductions of the cost of the property and payments in excess of capitalized costs are recognized in income.

The recoverability of the amounts capitalized for the undeveloped mineral properties is dependent upon the determination of economically recoverable ore reserves, confirmation of the Company's interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their development, and future profitable production or proceeds from the disposition thereof.

Management of the Company regularly reviews the net carrying value of each mineral property. Where events or changes in circumstances suggest impairment, estimated future cash flows are calculated using estimated future prices, proven and probable reserves, value beyond proven and probable reserves, probability weighted outcomes and operating capital and reclamation costs on an undiscounted basis. If it is determined that the future cash flows are less than the carrying value, a write-down to the estimated fair value is expensed for the period. The Company presently has no proven or probable reserves. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if carrying values can be recovered. If the carrying values exceed estimated recoverable values, then the project is written-down to estimated fair values with the write-down expensed in the period.

Management’s estimates of future mineral prices, recoverable resources, initial and operating capital and reclamation costs are subject to certain risks and uncertainties that may affect the recoverability of mineral property costs. Although management has made its best estimate of these factors, it is possible that changes could occur that could adversely affect management’s estimate of the net cash flows to be generated from its properties.

Title to mineral properties involves inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently unreliable conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, all of its properties are in good standing.

Mineral exploration tax credits (“METC”)

The Company recognizes METC amounts when the Company’s METC application is approved by the relevant taxation authorities or when the amount to be received can be reasonably estimated and collection is reasonably assured.

Asset retirement obligations

The Company recognizes the legal liability for obligations relating to retirement of property, plant, and equipment, and arising from the acquisition, construction, development, or normal operation of those assets. Such asset retirement cost are recognized at fair value, when a reasonable estimate of fair value can be estimated, in the period in which it is incurred, added to the carrying value of the related asset, and amortized into income on a systematic basis over the related assets useful life. The liability is adjusted for changes in the expected amounts and timing of cash flows required to discharge the liability and accreted to full value over time through periodic charges to earnings.

There are no asset retirement obligations as at April 30, 2010 and 2009.

Income taxes

The Company uses the asset and liability method of accounting for future income taxes. Under this method, future income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities as well as for the benefit of losses available to be carried forward to future years at the substantively enacted income tax rates expected to be in effect when the temporary differences are likely to be reversed. The amount of future tax assets recognized is limited to the amount that is more likely than not to be realized.

Stock-based compensation

All stock-based awards made to employees and non-employees are measured and recognized using a fair value based method. For employees, the fair value of the options is measured at the date of the grant. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is complete or the date the performance commitment is reached or the date at which the equity instruments are granted if they are fully vested and non-forfeitable. For employees and non-employees, the fair value of options is accrued and charged to operations, with the offsetting credit to contributed surplus, on a straight-line basis over the vesting period. If and when the stock options are ultimately exercised, the applicable amounts of contributed surplus are transferred to share capital.

Flow-through shares

Canadian Income Tax Legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures. Under Canadian GAAP, when resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized with a corresponding reduction in share capital.

If a Company has sufficient unused tax losses and deductions (“losses”) to offset all or part of the future income tax liabilities and no future income tax assets have been previously recognized on such losses, a portion of such unrecognized losses (losses multiplied by the effective corporate tax rate) is recorded as income up to the amount of the future income tax liability that was previously recognized on the renounced expenditures.

The Company follows the recommendations of the Emerging Issues Committee (“EIC”) of the CICA with respect to flow-through shares, as outlined in EIC-146. The application of EIC-146 requires the recognition of the foregone tax benefit on the date the Company renounces the tax credits associated with exploration expenditures, provided there is reasonable assurance that the expenditures will be made.

Recently Adopted Standards

Section 3064 - Goodwill and Intangible Assets

Effective May 1, 2009, the Company adopted the Canadian Institute of Chartered Accountants’ (“CICA”) new Handbook Section 3064 “Goodwill and Intangible Assets”. This Section replaced Section 3062 “Goodwill and Intangible Assets” and Section 3450 “Research and Development Costs”, and establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. On adoption of this new Standard, EIC 27 “Revenues and Expenditures during the Pre-operating Period” was withdrawn, and so various pre-production and start-up costs are required to be expensed as incurred. No material adjustments were required upon adoption of this new Standard.

EIC – 173 – Credit Risk and the Fair Value of Financial Assets and Financial Liabilities

In January 2009, the CICA issued Emerging Issues Committee (“EIC”) Abstract 173 – Credit Risk and the Fair Value of Financial Assets and Financial Liabilities (“EIC-173”). EIC-173 provides guidance on how to take into account credit risk of an entity and counterparty when determining the fair value of financial assets and financial liabilities, including derivative instruments. EIC-173 is applicable for the Company’s interim and annual consolidated financial statements for its fiscal year ending April 30, 2010, with retroactive application. The adoption of EIC-173 did not result in a material impact on the Company’s consolidated financial statements.

EIC – 174 - Mining Exploration Costs

On March 27, 2009, the Emerging Issues Committee issued EIC-174 “Mining Exploration Costs”. The EIC provides additional guidance in light of the potential adverse impact of the current economic and financial turmoil on the carrying value of the deferred exploration costs. The EIC is effective for financial statements issued on or after the date of the date of the EIC. This EIC did not have a material impact on the Company's financial statements as it had previously recognized a significant impairment charge with respect to its exploration projects in the prior financial statements.

Section 3862 - Financial Instruments - Disclosures

In June 2009, the CICA amended Section 3862, Financial Instruments - Disclosures (“Section 3862”), to include additional disclosure requirements about fair value measurement for financial instruments and liquidity risk disclosures. These amendments require a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The amendments to Section 3862 apply for annual financial statements relating to fiscal years ended after September 30, 2009. The three levels of fair value hierarchy under Section 3862 are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

Level 3 - Inputs for assets or liabilities that are not based on observable market data.

The disclosures required as a result of adopting the new section are presented in note 20 of the Audited Consolidated Financial Statements dated April 30, 2010.

Future Accounting Changes

Section 1582 – Business Combinations, Section 1601 – Consolidated Financial Statements and Section 1602 – Non-Controlling Interests

In January 2009, the CICA issued new accounting standards, Handbook Section 1582 “Business Combinations”, Handbook Section 1602 “Non-Controlling Interests”, and Handbook Section 1601 “Consolidated Financial Statements”, which are based on the International Accounting Standards Board’s (“IASB”) International Financial Reporting Standard 3, “Business Combinations”. The new standards replace the existing guidance on business combinations and consolidated financial statements. The objective of the new standards is to harmonize Canadian accounting for business combinations with the international and U.S. accounting standards. The new standards are to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011, with earlier application permitted. Assets and liabilities that arose from business combinations whose acquisition dates preceded the application of the new standards shall not be adjusted upon application of these new standards. Section 1602 should be applied retrospectively except for certain items. The Company has not adopted these new standards but continues to evaluate the attributes and effect of early adoption of these standards if a business combination were to occur.

Section 3855 – Financial Instruments – Recognition and Measurement

On April 29, 2009, the CICA amended Section 3855, “Financial Instruments – Recognition and Measurement”, adding/amending paragraphs regarding the application of effective interest method to previously impaired financial assets and embedded prepayment options. The amendments are effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011 with early adoption permitted. These amendments are not expected to have a significant impact on the Company’s financial statements.

IFRS Convergence

In February 2008, the CICA announced that GAAP for publicly accountable enterprises is to be replaced by International Financial Reporting Standards (“IFRS”) for fiscal years beginning on or after January 1, 2011. Companies are required to provide IFRS comparative information for the previous fiscal year. Accordingly, the conversion from GAAP to IFRS is to be applicable to the Company’s reporting for the first quarter of its 2012 year end for which the current and comparative information will be prepared under IFRS. The Company is required to apply all of those IFRS standards which are effective for fiscal year ending April 30, 2012 and apply them to its opening May 1, 2010 balance sheet. The Company intends to file its consolidated financial statements in accordance with IFRS as permitted for Foreign Private Issuers with the Securities and Exchange Commission for the fiscal year ending April 30, 2012.


Results of Operations – Consolidated Statements of Loss and Comprehensive Loss
For the years ending April 30	2010	2009	2008
	($000’s)	($000's)	($000's)
		(restated)	(restated )
EXPENSED EXPLORATION COSTS
Net indirect exploration expenditures	320	1,017	915
Mineral property write-offs	349	494	550
Equipment rental income	(267)	(316)	(429)
Net option payments	75	(187)	(137)
	477	1,008	899
OTHER EXPENSES
Consulting, labour & professional fees	1,438	1,049	1,474
Depreciation & amortization	211	232	188
Foreign exchange gain	16	(193)	(28)
Insurance, licenses & filing fees	103	61	212
Interest income	(88)	(167)	(280)
Other corporate costs	236	218	180
Investor relations & presentations	90	60	343
Rent	167	200	95
Stock-based compensation	1,052	1,509	1,095
Travel & accommodation	85	80	212
Impairment and loss (gain) on disposal of available-for-sale securities	89	394	(149)
Management fees	(439)	(628)	(895)
	2,960	2,815	2,447

Loss before income taxes	(3,437)	(3,823)	(3,346)
Future income tax recovery	461	268	298
Loss for the year	(2,976)	(3,555)	(3,048)

Other comprehensive loss
Unrealized (gain) loss on available-for-sale securities	(1)	157	360
Comprehensive loss for the year	(2,975)	(3,712)	(3,408)


Basic and diluted loss per share ($ per share)	($0.02)	($0.03)	($0.03)

Weighted average common shares outstanding (000's)	153,766	137,160	117,043

Narrative Discussion - Results of Operations

As the Company is in a loss position the basic loss per share and diluted loss per share are equivalent.

Net indirect exploration expenses are the costs associated with running CanAlaska’s field operation office in Saskatoon, Saskatchewan (“SK”), Canada and our warehouse in La Ronge, SK and payroll and related cost of our exploration teams where they are not directly chargeable to an exploration project. Net indirect exploration expenses were $320,000 (2009: $1,017,000; 2008: $915,000). The decrease in net indirect exploration expenses in 2010 is a result of a reallocation of exploration costs which were directly allocated to specific projects.

Mineral property write-offs were $349,000 (2009: $494,000; 2008: $550,000). In 2010, the Company recorded property write-downs on two of its projects (Ford Lake and Camsell) where it chose not to renew its permits. In 2009, the Company recorded property write-downs on two of its New Zealand projects where it withdrew its license application prior to fiscal year end. Subsequent to fiscal year end, the Company also did not renew its license on the Puhi Puhi (Mt Mitchell) property and recorded a further write-down of $0.3 million in the fourth quarter of 2009.

Included in mineral property write-offs for 2008 were $399,000 associated with the Rise and Shine Joint Venture and $90,000 associated with an impairment charge on the Company’s Alaska property.

Camp and other miscellaneous exploration equipment owned by the Company is maintained at our La Ronge warehouse. Equipment rental income is comprised of income (cost recapture) from charging exploration projects for the rental of this equipment. Equipment rental income was $267,000 (2009: $316,000; 2008: $429,000). The equipment rental income in 2010 is consistent with the winter drilling program. The slight decrease in equipment rental income in 2009 is consistent with the decrease in exploration activity year on year. In 2009, the Company had spent over $11.6 million in exploration compared with $21.7 million in the previous year. Prior to 2008, the Company was not separately recovering its indirect costs through equipment rental as all the indirect expenditure was being allocated to the projects and deferred on the balance sheet.

Net option payments represent payments generated from properties in excess of the cost of those properties, these payments may include either cash or the fair value of shares received from the Company’s that optioned our properties. In 2010, net options payments were $75,000 (2009: income $187,000; 2008: income $137,000), these amounts will vary annually depending on what projects the Company currently has optioned and their cost base. Net option payments in 2010 is an expense as a result of the Company writing-off the option payments from District Gold on the Rainbow Hill property in Alaska, USA. The Company had previously accrued for these receivables. In 2009, $101,000 was recorded in respect of the Rainbow Hill property in Alaska (that had previously been written-off), the 2008 amount was received in respect of the Key Lake property.

Consulting, labour and professional fees were $1,438,000 (2009: $1,049,000; 2008: $1,474,000) Consulting, labour, and professional fees were higher in fiscal 2010 compared to fiscal 2009. The increase was primarily attributed to increases in salaried expenses, consulting service and audit related fees. The decrease in fees from 2008 to 2009 can be attributed to legal costs incurred in 2008 in excess of $260,000 due in part from the legal costs associated with the completion of the legal agreement between the Korean Consortium and the Company with regards to Cree East project.

Depreciation & amortization was $211,000 (2009: $232,000; 2008: $188,000) which is consistent with the increase in the property and equipment over the same period.

Foreign exchange gain was $16,000 (2009: loss $193,000; 2008: loss $28,000). The primary reason why it was a gain was due to the stronger Canadian dollar.

Insurance, licenses & filing fees was $103,000 (2009: $61,000; 2008: $212,000). Insurance, licenses & filing fees were higher in fiscal 2010 compared to fiscal 2009. The increase was due to the increase in filing fees.

Interest income was $88,000 (2009: $167,000; 2008: $280,000). The decrease in 2010 compared to 2009 can be attributed to lower average cash balances and lower average interest rates.

Other corporate cost was $236,000 (2009:$218,000; 2008: $180,000). The other corporate cost was up in 2010 primarily as a result of a $54,000 provision for doubtful accounts in Q210. The remaining difference is consistent with prior period results.

Investor relations & presentation costs were $90,000 (2009: $60,000; 2008: $343,000). The increase was due to greater spending in advertisement. For 2009, the decrease was a result of a conscious decision to reduce activities over the past eighteen months due to the economic environment. Included within the 2008 comparative, was the cost of producing a corporate video.

Rent costs were up in 2010 was $167,000 2009 ($200,000; 2008:$95,000). There was a slight decrease in 2010. The increase in 2009 was a result of transferring the Glitter Lake property and its associated costs, to exit an existing office sub-lease agreement and also the establishment of an office in downtown Vancouver in 2008.

Stock-based compensation was $1,052,000 (2009: $1,509,000; 2008: $1,095,000). The large increase in stock-based compensation in 2009 is consistent with the increase in the total number of options outstanding each year as the Company fair values, these options using the Black-Scholes methodology, and expenses them over the vesting period of the options.

Travel and accommodation was $85,000 (2009: $80,000; 2008: $212,000). Compared with 2009, there was only a slight increase in 2010.

Impairment and loss on disposal of available-for-sale securities were $89,000 (2009: $394,000 ; 2008: gain $149,000). In 2009, the economic downturn a number of the Company’s available-for-sale securities experienced significant price deterioration and the Company viewed these decreases as other than temporary and recorded write-downs of $394,000. The gain in 2008 resulted from the sales of approximately $175,000 of various available-for-sale securities.

Management fees stem from operator fees that are charged on projects that have been optioned to various third parties including the Cree East and West McArthur properties. Management fees decreased in 2010 $439,000 (2009: $628,000; 2008: $895,000) which is consistent with a reduction in exploration expenses year over year particularly the reduced level of spending on the West McArthur project.

Future income tax recovery of $461,000 (2009: $268,000; 2008: $298,000). The increase in 2010 was due to the recovery of non-capital losses of the renouncement of flow-through shares.

Unrealized gain on available-for-sale securities was $1,000 (2009: loss $157,000; 2008: loss $360,000) was due to mark to market evaluations of available-for-sale securities. These amounts will vary each year based on the carrying value of the underlying investments.

Liquidity and Capital Resources

As of April 30, 2010 the Company had cash and cash equivalents of $8.7 million (April 30, 2009: $6.3 million). The Company’s working capital position as at April 30, 2010 was $8.5 million (April 30, 2009: $6.4 million).

The Company has entered into joint venture agreements with the Korean Consortium and Mitsubishi and they are currently fully or partially funding exploration on two of its properties located in Athabasca. As of April 30, 2010, the Korean Consortium has funded $12.6 million out of a total commitment of $19 million and in February 2010, Mitsubishi completed $11.0 million of funding, and CanAlaska and Mitsubishi entered into a 50/50 joint venture. Subsequent to the formation of the joint venture, Mitsubishi has provided funding of $1.6 million for the West McArthur project.

With the impact of the global credit crisis still being felt in the junior mining sector, CanAlaska views itself as fortunate to have strong strategic relationships with its partners. The long-term and strategic support from Mitsubishi and our Korean Consortium partners allows the Company to continue to advance two significant projects forward in these challenging economic times. CanAlaska has also been conscious to maintain a reasonable treasury and is continually evaluating all of its projects.

From August to December 2009, the Company closed four non-brokered flow-through private placements and one non-brokered private placement for gross proceeds of $6.2 million. The Company believes that with the completion of these private placements, its current treasury, and the support of its strategic partners that it can continue to maintain operations over the next twelve months and work towards its strategic goal of discovering one or more high grade uranium deposits.

The Company however remains in nature an exploration enterprise and will, at some point, need to seek additional financings either through equity offerings or the formation of additional strategic partnerships.


Cash and Working Capital ($000’s)	Apr-09	Apr-10
Cash and cash equivalents	$6,339	$8,722
Accounts receivable and prepaids	996	1,148
Available-for-sale securities	276	261

Accounts payable and accruals				(1,194)	(1,626)
Working capital				$6,417	8,505

Cash and Working Capital

Included within cash and cash equivalents are $2.0 million in funds from the CKU Partnership which are dedicated to the Cree East project. Reference should be made to note 5 of the audited consolidated financial statements for further details.

Included within accounts receivable and prepaids is approximately $1.0 million in GST refunds, an increase of $0.3 million from 2009.

During the fourth quarter (April 2010), the Company recorded a permanent impairment on a number of its investments and wrote the balances down to their markets values due to the significant decline in market value that was viewed as other than a temporary impairment.

The increase in accounts payable can be attributed to the drill program and geophysics program that was undertaken in the fourth quarter that remained unpaid at April 30, 2010.


Shareholders’ Equity ($000’s)	Apr-09 (restated)	Apr-10
Common shares	$56,183	$60,878
Contributed surplus	7,940	9,665
Accumulated other comprehensive income	9	10
Deficit	(27,692)	(30,668)
Total shareholders’ equity	$36,440	$39,885


Equity Instruments (000’s)	Apr-09	Apr-10
Common shares outstanding	137,784	171,886
Options outstanding
Number	21,372	20,943
Weighted average price	$0.36	$0.32
Warrants outstanding
Number	6,307	28,469
Weighted average price	$0.50	$0.32

Equity instruments

The Company has an unlimited amount of authorized common shares without par value. As of April 30, 2010 the Company had 171,866,213 common shares outstanding.


Proceeds from Financings
Date	Type / Gross Proceeds	Intended Use	Actual Use
December 2009	3,876,300 flow-through units 10,897,571 regular units $2.7 million	Uranium exploration in Athabasca Basin in general working capital	As Intended
Oct/Nov 2009	11,904,428 flow-through units $2.5 million	Uranium exploration in Saskatchewan, Manitoba, and Alberta	As Intended
August 2009	5,826,764 flow-through units $1.0 million	Uranium exploration in Saskatchewan	As Intended

In December 2009, the Company issued 10,897,571 ordinary units for gross proceeds of $1,907,075. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share for a period of twenty four months from the closing date, at a price of $0.28 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $119,760 using the Black Scholes model. A finder’s fee of $12,500 in cash and 71,429 warrants were issued in connection with the financing.

In December 2009, the Company issued 3,876,300 flow-through units for gross proceeds of $814,023. Each unit consists of one flow-through common share and one-half of one share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share for a period of eighteen months from the closing date at a price of $0.28 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $18,289 using the Black Scholes model. A finder’s fee of $31,185 in cash and 148,500 warrants were issued in connection with the financing.

In November 2009, the Company issued 10,714,428 flow-through units for gross proceeds of $2,250,030. Each unit consists of one flow-through common share and one-half of one share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share for a period of eighteen months from the closing date, at a price of $0.28 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $69,885 using the Black Scholes model. A finder’s fee of $112,502 in cash and 535,722 warrants were issued in connection with the financing.

In October 2009, the Company issued 1,190,000 flow-through units for gross proceeds of $249,900. Each unit consists of one flow-through common share and one-half of one share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share for a period of eighteen months from the closing date, at a price of $0.28 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $7,755 using the Black Scholes model. A finder’s fee of $12,495 in cash and 59,500 warrants were issued in connection with the financing.

In August 2009, the Company issued 5,826,764 flow-through units for gross proceeds of $990,550. Each unit consists of one flow-through common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share for a period of twenty-four months from the closing date, at a price of $0.24 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $52,404 using the Black Scholes model. A finder’s fee of $49,528 in cash, 145,667 warrants and 291,337 compensation options were issued in connection with the financing. Each compensation option entitled the holder thereof to acquire one unit at a price of $0.17 per unit for a period of 24 months. Each unit will consist of one common share or one flow-through common share in the capital of the Company and one-half of one non-transferable share purchase warrant, each whole warrant entitles the holder thereof to purchase one additional common share of the Company for a period of twenty-four months from the closing date at a price of $0.24 per warrant share.

Research and Development, Patents and Licenses, etc.

As the Company is a mineral exploration company with no research and development, the information required by this section is inapplicable.

Trend Information

As the Company is a mineral exploration company with no producing properties, the information required by this section is inapplicable.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations

The Company has the following commitments in respect of operating leases for office space, land, or computer equipment:


$000’s	Payments due by period
Contractual Obligations:	Total	Less than 1 year	1 – 3 years	3 – 5 years	More than 5 years
Long-Term Debt Obligations	-	-	-	-	-
Capital (Finance) Lease Obligations	-	-	-	-	-
Operating Lease Obligations	364	234	115	15	-
Purchase Obligations	-	-	-	-	-
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet under GAAP of the primary financial statements	-	-	-	-	-
TOTAL	364	234	115	15	-

The Company has outstanding future commitments under mineral property agreements to pay cash and or issue common shares of the Company. Reference should be made to note 10 to the audited consolidated financial statements attached hereto as Appendix A .

Safe Harbor

The Annual Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward looking statements". Such statements are included, among other places in this Annual Report, in the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations”, "Description of Business" and "Description of Property". Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. These include, but are not limited to, the risks of mining industry (for example, operational risks of exploring for, developing and producing crude oil and natural gas, risks and uncertainties involving geology of mineral deposits, the uncertainty of reserve estimates and estimates relating to production volumes, cost and expense projections, potential cost overruns and health, safety and environmental risk), risks relating to the Company's properties (for example, lack of operating history and transportation), fluctuations in mineral prices and exchange rates and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects capital expenditures (collectively "Cautionary Statements"). Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

The following table states the name, province or state, and country of residence of each of the directors and executive officers of the Company, the positions and offices presently held by them and the period or periods of time during which each has served as a director or officer of the Company.


Name, Position in Company, Province, State, Country of Residence	Period(s) with the Company
Peter Dasler President, Chief Executive Officer & Director Tsawwassen, BC, Canada	Since 2004
Emil Fung Vice President Corporate Development & Director West Vancouver, BC, Canada	Since 2005

Name, Position in Company, Province, State, Country of Residence

Period(s) with the Company

Hubert Marleau

Director

Montreal, PQ, Canada

Since 1996

Jean Luc Roy

Director

Burkina Faso, Africa

Since 2007

Amb. Thomas Graham Jr.

Director

Bethesda, MD, USA

Since 2007

Victor Fern

Director

Fond Du Lac, SK., Canada

Since 2008

Karl Schimann

Vice President Exploration

Vancouver, BC, Canada

Since 2004

Ram Ramachandran

Chief Financial Officer

Toronto, ON, Canada

Since 2010

Additional details including principal occupation of the above directors or executive officers are as follows:

Peter Dasler – President, Chief Executive Officer and Director

Mr. Dasler has over 35 years of experience in exploration geology including twenty years of geological consulting and contracting for junior and senior companies based out of Vancouver, BC. Mr. Dasler holds Bachelor’s (1974) and Master’s (1981) degrees from Canterbury University, New Zealand and is a member of the professional Engineers and Geoscientists Association of BC. His background includes senior geological positions in New Zealand, and Mine Manager of the 10 million ton per annum Taharoa Ironsand Mine, as well as management of junior exploration companies in Canada. Mr. Dasler currently holds the position of President and Chief Executive Officer of CanAlaska Uranium Ltd. (2004-present).

Emil Fung – Vice President Corporate Development and Director

Mr. Fung holds a B.A.Sc. (Ch.E.) degree from the University of Toronto and is a M.B.A. graduate from the Schulich School of Business at York University, Toronto. He began his career as a design engineer of Canadian nuclear reactors. In the mid-80's, Mr. Fung was engaged in investment banking in New York, where he headed mergers and acquisitions for Toronto Dominion Securities. During the 90's, Mr. Fung pursued his entrepreneurial interests in Asia where he founded several media, telecoms and entertainment companies. He later formed a venture capital fund to invest exclusively in entrepreneurial start-ups in China. Mr. Fung returned to Canada in 2003 with a view to bridge the growing gap between resource-hungry Asian economies and the commodity riches of Canada. He teamed with the Company in January, 2005 to advance the Company's corporate development efforts.

Hubert Marleau - Director

Mr. Marleau is an independent Director of the Company (1996-present); founder and Chairman of Palos Capital Corp. (1998-present); and Director of several other companies.

Jean Luc Roy – Director

Mr. Roy has over 20 years experience in the mining industry. The majority of his experience has been in Africa for companies such as International Gold Resources, Ashanti Goldfields Inc., Senafo, and First Quantum Minerals. Mr. Roy has managed projects from exploration through to production in three different countries. As Managing Director for First Quantum Minerals, Jean Luc played a crucial role in securing extensive land positions and by successfully placing a mining operation into production in the Democratic Republic of Congo during a period of major unrest in the country. Past President and CEO of El Nino Ventures Inc., Mr. Roy is presently a resident of Burkina Faso where is COO of Ampella Mining Ltd an Australian listed company focused on gold exploration in West Africa with their flagship property Batie West.

Amb. Thomas Graham Jr. – Director

Ambassador Thomas Graham, Jr. is one of the world's leading experts in nuclear non-proliferation. Amb. Graham has served under four successive U.S. Presidents as a senior U.S. diplomat involved in the negotiation of every major international arms control and non-proliferation agreement for the past 35 years. This includes the SALT, START, ABM, INF, NPT, CFE and CTBT Treaties. Amb. Graham has served with the U.S. Arms Control and Disarmament Agency and as the Special Representative of the President of the United States for Arms Control, Non-Proliferation, and Disarmament, in which role he successfully led U.S. government efforts to achieve the permanent extension of the Nuclear Non-Proliferation Treaty.

Independent Director of the Company (2007-present); appointed as a member of the International Advisory Board for the nuclear program of the United Arab Emirates in 2010; Chairman of the Board of Mexco Energy Corporation (July 1997-present); Executive Chairman of Lightbridge Corporation (formerly Thorium Power, Ltd.)(2006-present).

Victor Fern – Director

Independent Director of the Company (2007-present); road maintenance supervisor for Athabasca Development Corporation (2009-present); mill training foreman and a mill process operator for Cameco Corporation; past Chief of the Fond Du Lac Denesuline First Nation (/2005–2007).

Karl Schimann – Vice President Exploration

Dr. Schimann holds a Ph.D. from the University of Alberta and has worked extensively in the Uranium industry. He is a member of the Association of Professional Engineers and Geoscientists of British Columbia, the Canadian Institute of Mining, Metallurgy, and Petroleum, the Geological Association of Canada, and the Association of Exploration Geochemists.

Dr. Schimann has directed the Company’s uranium exploration efforts in the Athabasca Basin, since 2004. He has devoted his time to the construction of the field crews necessary for the systematic exploration effort by the Company over its extensive landholdings in the Athabasca Basin. Dr. Schimann’s previous experience includes 20 years in exploration with Cogema/Areva and specifically in the Athabasca Project Manager for the Cigar Lake discovery team in the early 1980’s, as well as Manager of the McClean Lake Mine Geology Department for Cogema/Areva.

Ram Ramachandran – Chief Financial Officer

Ram has over 25 years of financial reporting experience in a multitude of capacities. For over 10 years Ram has consulted extensively on financial reporting and regulatory matters for public companies, accounting and law firms. Ram’s contributions to the capital markets include authoring and launching the "Canadian Securities Reporter", a proprietary public company subscription service currently available through the CICA's Knotia website. Ram has previously served as Associate Chief Accountant and Deputy Director, Corporate Finance at the Ontario Securities Commission and served as a principal in the national office of an international accounting firm. Ram was also a member of the OSC’s Continuous Disclosure Advisory Committee and has completed the IFRS Certification program offered by the Institute of Chartered Accountants in England & Wales.

Other Principle Directorships

In addition to their positions on the Board, the following Directors also serve as Directors of the following reporting issuers or reporting issuer equivalents:

Name of Director

Reporting Issuer(s) or Equivalent(s)

Hubert Marleau

MCO Capital Inc. (MCO.H-X)

Above Security

FRV Media (FRV.H)

A.I.S. Resources Limited (AIS-V)

Gobimin Inc. (GMN)

Maudore Minerals Ltd. (MAO)

Buzz Telecom (BZZ)

Huntington Exploration Inc. (HEI)

Warnex Inc. (WNX)

Niocan Inc.(NIO)

Mitec Telecom Inc. (MTM)

Woulfe Mining Corp. (WOF)

Uni-Select Inc. (UNS)

Amb. Thomas Graham Jr.

Lightbridge Corporation (LTBR)

Mexco Energy Corporation (MXC)

United Arab Emirates’ International Advisory Board

Compensation

EXECUTIVE COMPENSATION

Chief Executive Officer (“ CEO ”) means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

Chief Financial Officer (“ CFO ”) means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

Named Executive Officer (“ NEO ”) means each of the following individuals:

(a)

a CEO;

(b)

a CFO;

(c)

each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 – S tatement of Executive Compensation , for that financial year; and

(d)

each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year;

“ option-based award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

“ repricing” means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula or mechanism in, or applicable to, the option.

Named Executive Officers

During the financial year ended April 30, 2010, the Company had the following NEOs: Peter Dasler, President and CEO; Ram Ramachandran, CFO; Damian Towns, former CFO; Joseph Bowes, former CFO; Emil Fung, Vice President, Corporate Development; and Karl Schimann, Vice President, Exploration.

Compensation Discussion & Analysis

Compensation of the NEOs of the Company is set by the Company’s board of directors (the “ Board ”) as recommended by the Company’s compensation committee (the “ Compensation Committee ”). The Compensation Committee reviews, at least on an annual basis, the cash compensation, performance and overall compensation package for each NEO. The Compensation Committee then presents its findings and any recommendations to the Board for consideration and, if acceptable to the Board, approval. The Compensation Committee recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each of the NEOs.

The Company’s executive compensation practices are intended to provide both current and long term rewards to its NEOs that are competitive within the compensation practices of the industry and consistent with their individual performance and contribution to the Company’s objectives. Compensation components include base salary, bonus and long term incentives in the form of stock options.

In determining the appropriate base salary of an executive officer, the Compensation Committee considers the responsibilities of the individual, comparable salaries in the industry, the experience level of the individual and overall performance. Once the base salary has been established it will be reviewed by the Compensation Committee on an annual basis. For further details see “Termination and Change of Control Provisions” of this Information Circular.

The Company’s executive officers are also eligible for annual bonuses. Bonuses are generally based on overall success in obtaining the financial goals and exploration objectives of the Company during the calendar year and largely upon the Company’s cash position.

Option Based Awards

The Company maintains a stock option plan to provide additional long-term incentives to the Company’s executive officers, as well as its directors, employees and consultants. The Compensation Committee reviews the level of incentive options periodically and makes any new issuance recommendations to the Board for approval. Previous grants of option-based awards are taken into account when considering new grants.

Summary Compensation Table

The following table sets out compensation of the NEOs of the Company for the three most recently completed financial years of the Company:

Name and principal position

Year

Salary ($)

Option-based awards ($) ⁽⁶⁾

Non-equity incentive plan compensation

($)

All other compensation

($)

Total compensation

($)

Annual incentive plans

Long-term incentive plans

Peter Dasler

President, CEO and Director

2010

2009

2008

181,920

173,250

165,000

108,133

60,661

Nil

50,853

Nil

7,500

340,906

233,911

172,500

Gordon Steblin Former CFO ⁽¹⁾

2009

2008

57,842

35,200

Nil

24,000

3,500

81,842

38,700

Damian Towns Former CFO ⁽²⁾

2010

2009

38,500

25,000

11,390

78,374

Nil

49,890

103,374

Joseph Bowes

Former CFO ⁽³⁾

2010

135,447

114,269

1,000

Nil

250,716

Ram Ramachandran CFO ⁽⁴⁾

2010

6,667

Nil

6,667

Emil Fung

Vice President Corporate Development

2010

2009

2008

181,920

173,250

165,000

53,308

60,661

Nil

48,300

Nil

37,500

283,528

233,911

202,500

Karl Schimann ⁽⁵⁾

Vice President

Exploration

2010

2009

2008

179,960

174,850

165,000

35,250

60,661

Nil

57,500

Nil

29,136

272,710

235,511

194,136

Notes:

(1)

Mr. Steblin was CFO from October 1, 2002 to December 31, 2008. Mr. Steblin’s compensation was paid as a management fee to his management company.

(2)

Mr. Towns was appointed CFO from December 10, 2008 to October 19, 2009 and the above compensation is from that period.

(3)

Mr. Bowes was acting CFO for the period October 19, 2009 to March 31, 2010. Mr. Bowes compensation was paid as a management fee to consulting company in which he holds a beneficial interest.

(4)

Mr. Ramachandran was appointed CFO on April 1, 2010. Mr. Ramachandran’s compensation was paid as a management fee to a consulting company in which he holds a beneficial interest.

(5)

Mr. Schimann’s compensation is paid as consulting fees to a consulting company in which he holds a beneficial interest.

(6)

In determining the fair value of the options granted, the Company followed the principles established under Canadian Generally Accepted Accounting Principles, which requires the determination of the fair value of options granted using the Black Scholes methodology. The Black-Scholes methodology requires making estimates of the risk free rate, expected life of the options, expected volatility and expected dividends. The Company used the following assumptions in determining the fair value of the options:

Risk-free rate: 1.10% to 1.81%

Expected Life 1.5 to 3.1 years

Expected volatility 80% to 102%

Expected dividends 0%

Narrative discussion

The Company has entered into employment agreements with its key management for details of these agreements refer to “Termination and Change of Control Benefits” of this compensation section.

Incentive Plan Awards

The following table sets forth details of all awards outstanding for the NEOs at the end of the most recently completed financial year, including awards granted to the NEOs in prior years.

Outstanding Share-Based Awards and Option-Based Awards


	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($) ⁽¹⁾	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)
Peter Dasler President, CEO and Director	470,000 440,000 100,000 100,000 605,000 810,000 350,000 900,000 225,000	0.45 0.50 0.74 0.62 0.40 0.12 0.19 0.17 0.15	Oct 14/10 Nov 16/11 Mar 30/12 Jun 28/12 Dec 20/12 Jan 25/12 Apr 30/14 Dec 3/14 Apr 30/13	24,300	N/A	N/A
	4,000,000
Emil Fung Vice President Corporate Development	175,000 200,000 440,000 100,000 200,000 1,500,000 810,000 350,000 150,000 150,000	0.45 0.42 0.50 0.74 0.62 0.40 0.12 0.19 0.19 0.15	Oct 14/10 Feb 14/11 Nov 16/11 Mar 30/12 Jun 28/12 Dec 20/12 Jan 25/14 Apr 30/14 Apr 30/14 Apr 30/13	24,300	N/A	N/A
	4,075,000
Karl Schimann Vice President Exploration	800,000 440,000 100,000 100,000 1,195,000 810,000 350,000 65,000	0.45 0.50 0.74 0.62 0.40 0.12 0.19 0.15	Oct 14/10 Nov 16/11 Mar 30/12 Jun 28/12 Dec 20/12 Jan 25/14 Apr 30/14 Apr 30/13	24,300	N/A	N/A
	3,860,000

Note:

(1)

The value of the unexercised in-the-money options was calculated based on the difference between the market value of $0.15 per share and the exercise price of $0.12 by the number of share options. The market value of $0.15 per share is determined by using the closing price of the Company’s shares on April 30, 2010.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed financial year by each NEO:

Value Vested or Earned for Incentive Plan Awards during the Most Recently Completed Financial Year


Name	Option-based awards – Value vested during the year ($) ⁽¹⁾	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Peter Dasler CEO	$12,150	Nil	Nil
Damian Towns CFO	$6,075	Nil	Nil
Emil Fung VP	$12,150	Nil	Nil
Karl Schimann VP	$12.150	Nil	Nil

Note:

(1)

The value of the option-based awards – vested during the year is calculated by using the number of fully vested options at the financial year end and multiplying that number of options by the difference between the market price and the exercise price of the option. The market value of $0.15 per share is the closing price of the Company’s shares at April 30, 2010.

Termination and Change of Control Provisions

Dasler Employment Agreement

Effective March 3, 2008, the Company entered into an employment agreement with Peter Dasler (the “ Dasler Employment Agreement ”) with respect to Mr. Dasler’s position as the President, CEO and a director of the Company, pursuant to which Mr. Dasler was paid a fee of $165,000 per annum. The fee is subject to annual review by the Compensation Committee and may be increased at the recommendation of the Compensation Committee to the Board, subject to Board approval. Any increase to the fee shall not be less than the greater of (a) the annual percentage rate of inflation; or (b) five percent (5%). The fee was increased to $181,920 on May 1, 2009. Mr. Dasler is entitled to participate in any incentive bonus plans and is entitled to receive incentive stock options as recommended by the Compensation Committee and approved by the Board. A management bonus of $50,853 was paid to Mr. Dasler during the Company’s financial year ended April 30, 2010. The initial term of the Dasler Employment Agreement is for a five year period terminating on March 2, 2013. The Dasler Employment Agreement may be terminated by Mr. Dasler or by the Company at any time by providing 90 days written notice.

In the event that a change of control of the Company occurs during the term of the Dasler Employment Agreement and if the employment of Mr. Dasler is terminated without cause, or adversely modified, as a result of such change of control, the Company and Mr. Dasler have agreed to terms and conditions that will govern such termination or modification of Mr. Dasler’s employment in such circumstances. In the event of a change of control that results in a material change to the Dasler Employment Agreement, a contingency agreement will be triggered which provides for compensation for loss of employment in an amount equal to the lesser of (a) three times the Mr. Dasler’s annual compensation under the Dasler Employment Agreement (up to a maximum of $545,760); or (b) a lump sum payment equal to the compensation that Mr. Dasler would have received or earned if he had continued working until his retirement.

Fung Employment Agreement

Effective March 3, 2008, the Company entered into an employment agreement with Emil Fung (the “ Fung Employment Agreement ”) with respect to Mr. Fung’s position as the Vice President of Corporate Development and a director of the Company, pursuant to which Mr. Fung as paid a fee of $165,000 per annum. The fee is subject to annual review by the Compensation Committee and may be increased at the recommendation of the Compensation Committee to the Board, subject to Board approval. Any increase to the fee shall not be less than the greater of (a) the annual percentage rate of inflation; or (b) five percent (5%). The fee was increased to $181,920 on May 1, 2009. Mr. Fung is entitled to participate in any incentive bonus plans and is entitled to receive incentive stock options as recommended by the Compensation Committee and approved by the Board. A management bonus of $48,300 was paid to Mr. Fung during the Company’s financial year ended April 30, 2010. The Fung Employment Agreement may be terminated by Mr. Fung or by the Company at any time by providing 90 days written notice.

In the event that a change of control of the Company occurs during the term of the Fung Employment Agreement and if the employment of Mr. Fung is terminated without cause, or adversely modified, as a result of such change of control, the Company and Mr. Fung have agreed to terms and conditions that will govern such termination or modification of Mr. Fung’s employment in such circumstances. In the event of a change of control that results in a material change to the Fung Employment Agreement, a contingency agreement will be triggered which provides for compensation for loss of employment in an amount equal to the lesser of (a) three times the Mr. Fung’s annual compensation under the Fung Employment Agreement (up to a maximum of $545,760); or (b) a lump sum payment equal to the compensation that Mr. Fung would have received or earned if he had continued working until his retirement.

Schimann Consulting Agreement

Effective March 3, 2008, the Company entered into a consulting agreement with Schimann Consulting Inc. (the “ Schimann Consulting Agreement ”) a Company in which Mr. Karl Schimann, Vice President of Exploration, holds a beneficial interest. The Schimann Consulting Agreement is for a five year term ending March 2, 2013. Pursuant to the Schimann Consulting Agreement, the Company was paid a fee of $650 per day for consulting services provided to the Company by Mr. Schimann. The daily rate was increased to $700 on May 1, 2009. The fee is subject to an annual review by the Compensation Committee and Mr. Schimann is entitled to receive incentive stock options or bonuses authorized by the Compensation Committee and approved by the Board. A management bonus of $57,500 was paid to Mr. Schimann during the financial year ended April 30, 2010. The Schimann Consulting Agreement may be terminated by Schimann Consulting Inc. or the Company by providing 90 days written notice.

In the event that a change of control of the Company occurs during the term of the Schimann Consulting Agreement and if the Schimann Consulting Agreement is terminated without cause, or adversely modified, as a result of such change of control, the Company and Schimann Consulting Inc. have agreed to terms and conditions that will govern such termination or modification of the Schimann Consulting Agreement in such circumstances. In the event of a change of control that results in a material change to the Schimann Consulting Agreement, a contingency agreement will be triggered which provides for compensation for loss of consulting income in an amount equal to the lesser of (a) three times the consulting fees paid annually under the Schimann Consulting Agreement (up to a maximum of $539,880); or (b) a lump sum payment equal to the consulting fees that Mr. Schimann would have received or earned if he had continued providing consulting services to the Company until his retirement.

Director Compensation Table

The following table sets forth the details of compensation provided to the directors other than the NEOs (the “ Other Directors ”) during the Company’s most recently completed financial year:

Director Compensation Table


Name	Fees Earned ($)	Share-based Awards ($)	Option-based Awards ⁽¹⁾ ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Hubert Marleau	8,000	Nil	6,834	Nil	Nil	14,834
Amb. Thomas Graham Jr.	25,290 ⁽²⁾	Nil	6,834	Nil	Nil	32,124
Jean Luc Roy	19,000	Nil	6,834	Nil	Nil	25,434
Victor Fern	7,500	Nil	6,834	Nil	Nil	14,334

Notes:

⁽¹⁾

In determining the fair value of the options granted, the Company followed the principles established under Canadian Generally Accepted Accounting Principles, which requires the determination of the fair value of options granted using the Black Scholes methodology. The Black Scholes methodology requires making estimates of the risk free rate, expected life of the options, expected volatility and expected dividends. The Company used the following assumptions in determining the fair value of the options:

Risk-free rate: 1.10% to 1.81%

Expected Life 1.5 to 3.1 years

Expected volatility 80% to 102%

Expected dividends 0%

⁽²⁾

Fees earned were US$25,000; this amount has been exchanged into Canadian dollars at the year end exchange rate of 1.0116 as of April 30, 2010

Narrative Discussion

The Other Directors are paid $500 per month and $500 for attending a board meeting in person or by teleconference. The Other Directors are also paid $500 for each committee meeting that they attend either in person or by teleconference.

Amb. Thomas Graham Jr. is paid an all inclusive annual director’s fee of US $25,000 converted to Canadian dollar ($25,290) using the exchange rate of 1.0116 as at April 30, 2010. Jean Luc Roy received a $10,000 bonus for the additional time he committed to assist with the reformatting and the content of the Company’s financial statements along

with the disclosure in the Company’s management discussion and analysis and his participation with the process of selecting new auditors and the Chief Financial Officer for the Company.

The Other Directors are also compensated through the grant of incentive stock options.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for the Other Directors at the end of the most recently completed financial year, including awards granted to the Other Directors in prior years.

Outstanding Share-Based Awards and Option-Based Awards


	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($) ⁽¹⁾	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)
Hubert Marleau	12,500 37,500 10,000 440,000 150,000 75,000	0.45 0.50 0.62 0.40 0.12 0.19	Oct 14/10 Nov 16/11 Jun 28/12 Dec 20/12 Jan 25/14 Apr 30/14	- - - - 4,500 -	Nil	Nil
	725,000
Amb.Thomas Graham Jr	500,000 150,000 75,000	0.74 0.12 0.19	Mar 30/12 Jan 25/14 Apr 30/14	- 4,500 -	Nil	Nil
	725,000
Jean Luc Roy	100,000 400,000 150,000 75,000	0.45 0.40 0.12 0.19	Oct 31/12 Dec 20/12 Jan 25/14 Apr 30/14	- - 4,500 -	Nil	Nil
	725,000
Victor Fern	500,000 150,000 75,000	0.40 0.12 0.19	Mar 24/13 Jan 25/14 Apr 30/14	- 4,500 -	Nil	Nil
	725,000

Notes:

⁽¹⁾

The Company’s common shares closed at $0.15 per share on April 30, 2010.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned by the Other Directors for option-based awards and share-based awards for the most recently completed financial year.

Value Vested or Earned for Incentive Plan Awards during the Most Recently Completed Financial Year


Name	Option-based awards – Value vested during the year ($) ⁽¹⁾	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Hubert Marleau	2,250	Nil	Nil
Amb Thomas Graham Jr.	2,250	Nil	Nil
Jean Luc Roy	2,250	Nil	Nil
Victor Fern	2,250	Nil	Nil

Note:

⁽¹⁾

Pension Plan Benefits

The Company does not have any pension benefits or arrangements in place for the NEOs or the Other Directors.

Directors and Officers Insurance

The Company subscribes to a Directors and Officers Liability Insurance to a limit of $5,000,000 per claim. The policy insures the Company against any wrongful act committed by its Directors and Officers, including any actual or alleged breach of duty, neglect, error, omission, misstatement, misrepresentation, or act done or attempted by the Directors and Officers of the Company in their capacity to act for the Company. In addition, the Company has further indemnified its Directors and Officers, to the fullest extent of the law, by entering into personal indemnity agreements with all of the Company’s Directors and Officers.

Board Practices

The board of directors is nominated each year at the Company’s Annual General Meeting and appointed to hold office until the next Annual General Meeting or until their replacements are elected or appointed, subject to the provisions of the Company’s Articles.

There currently are no service contracts in place for the Company’s board members, providing for benefits upon termination of employment, except as disclosed previously in Employment Agreements with the CEO, Vice President Corporate Development and Vice President Exploration as disclosed in Section B - Compensation, under Termination and Change of Control Benefits.

Board of Directors

Independence

Section 1.4 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) sets out the standard for director independence. Under NI 52-110, a director is independent if he or she has no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. NI 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship to the Company.

Applying the definition set out in section 1.4 of NI 52-110, four of the six members of the Board are independent. The members who are independent are Hubert Marleau, Jean Luc Roy, Amb. Thomas Graham Jr. and Victor Fern. Peter Dasler is not independent by virtue of the fact that he is an executive officer of the Company (President and CEO). Emil Fung is not independent by virtue of the fact that he is an executive officer of the Company (VP Corporate Development).

In order to facilitate its exercise of independent judgment in carrying out the responsibilities of the Board, the Board ensures that its independent Directors are in attendance at all Board meetings.

Board Mandate

The Corporate Governance Committee has the responsibility to adopt and manage a written mandate which outlines and acknowledges the responsibly of its members. The mandate discusses establishing a culture of integrity throughout the organization, strategic planning, succession planning, the handling of conflicts of interest and disclosure policies. A copy of the board mandate can be found at the company’s web site www.canalaska.com .

Orientation and Continuing Education

The Company has not adopted a formalized process of orientation for new Board members. Orientation of new directors is conducted on an ad hoc basis. The Board is notified of any material changes in reporting or regulations that may have an impact on their duties via e-mail from the CEO or Corporate Secretary.

Directors are kept informed as to matters impacting, or which may impact, the Company’s operations through reports and presentations at the Board meetings. Directors are also provided the opportunity to meet with senior management and other employees, advisors and directors, who can answer any questions that may arise.

Nomination of Directors

The Corporate Governance Committee acts informally as the nominations committee. There currently is not a formal procedure with respect to the nomination of directors. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members.

Board Committees

The Committees of the Board include:

Corporate Governance Committee

Audit Committee

Compensation Committee.

COMPENSATION COMMITTEE

The Company’s Compensation Committee is comprised of three independent directors: Jean Luc Roy, Hubert Marleau and Amb. Thomas Graham Jr. During fiscal 2010, none of these directors were officers or employees of the Company.

The Compensation Committee has adopted a formal written charter to provide its members with minimum guidelines to assist the committee with fulfilling its responsibilities. The main duties of the Committee include:

review the compensation and benefits of the directors and executive officers

review and recommend the compensation of the CEO, and other senior management

review and approve stock option allocations to employees and management

review and authorise public disclosure of executive compensation

approve any special compensation arrangements

review compensation practices annually or as required

review the charter on an annual basis

AUDIT COMMITTEE

Pursuant to the provisions of section 224 of the Business Corporations Act of British Columbia, the Company is required to have an Audit Committee comprised of at least three directors, the majority of whom must not be officers or employees of the Company. The Company must also, pursuant to the provisions of NI 52-110, have a written charter which sets out the duties and responsibilities of its audit committee.

Audit Committee Charter

The Company’s Audit Committee Charter is attached to this Form 20 F Appendix (C). The Audit Committee Charter is also posted to the corporate web site www.canalaska.com on SEDAR at www.sedar.com on EDGAR at www.edgar.com A copy of the Audit Committee Charter may also be obtained by contacting the company.

Composition of the Audit Committee

The audit committee is composed of three independent, financially literate directors, Mr. Jean Luc Roy, Amb. Thomas Graham Jr. and Mr. Hubert Marleau. Mr. Roy is the Chairman of the Audit Committee and is the financial expert. All of these audit committee members understand accounting principles, have experience in evaluating financial statements and understand internal controls and procedures for financial reporting.

Relevant Education and Experience

Mr. Roy has over 20 years experience in the mining industry. The majority of his experience has been in Africa for companies such as International Gold Resources, Ashanti Goldfields Inc., Semafo, and First Quantum Minerals. Mr. Roy has managed projects from exploration through to production in three different countries. As managing director for First Quantum Minerals, Mr. Roy played a crucial role in securing extensive land positions and by successfully placing a mining operation into production in the Democratic Republic of Congo during a period of major unrest in the country. Mr. Roy is past President and CEO of El Nino Ventures Inc. Currently Mr. Roy is presently a resident of Burkina Faso where is COO of Ampella Mining Ltd an Australian listed company focused on gold exploration in West Africa with their flagship property Batie West.

Mr. Hubert Marleau is founder and Chairman of Palos Capital Corporation since 1998. With over 40 years of experience in the business and financial community. Mr. Marleau has structured many mergers and acquisitions as well as designed and created numerous financial transactions in Canada. Hubert sits on the board of directors of several public companies.

Ambassador Thomas Graham Jr. is a former senior-level diplomat and a world-renowned authority on nuclear non-proliferation. He serves as executive chairman of the board of directors for Lightbridge Corporation and board chairman of Mexco Energy Corporation. In 2010, Ambassador Graham was appointed to the United Emirates’ International Advisory Board. He has lectured at the University of Washington, Stanford, Georgetown, and the University of Virginia Law School, among others, on topics related to disarmament and nuclear security. He has authored numerous articles and books in the non-proliferation field. He earned his J.D. from Harvard Law School and his bachelor’s degree from Princeton.

Audit Committee Oversight

At no time during the most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Provisions or Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services ), or an exemption form NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Structure for Corporate Governance

The board has developed the following structure to efficiently manage its governing responsibilities.

By the creation of a Corporate Governance Committee, consisting of the lead director and two independent directors, the board has delegated the following responsibilities to the committee:

Mandate of the Board of Directors

Corporate Governance Policy

Audit Committee Charter

It is through the implementing of these policies and guidelines that the board can exercise care, diligence and skill as well as have confidence in their ability to oversee its operations and supervise its management.

Strategic Planning

The board is responsible to review the Company’s long-term strategic objectives and monitor the progress in reaching these goals.

The board must review and approve business plans and budgets on an annual or as needed basis and monitor the implementation of these plans. The board must review and approve any significant strategic transactions that are not considered to be in the ordinary course of business.

The board shall review the organizational structure of the Company.

MONITORING AND ACTING

Risk Management

The board must identify and assess the principle risks inherent in its business activities and ensure that management takes all reasonable steps to implement appropriate systems to manage such risks. The board must insure that the assets of the Company are adequately protected and there are sufficient internal checks and balances.

The identification and management of risk is an important first step in the establishment of information management systems, internal controls, internal audit, strategic planning, business planning and risk policy setting.

Internal Controls and Management Information Systems

The board is responsible for overseeing and monitoring the integrity of he Company’s internal controls and procedures, management information systems, audit procedures and its financial reporting and financial control systems. The Board should ensure that the internal audit function is properly structured and receives an adequate amount of information regarding the Company’s business.

The internal audit function should provide regular and ongoing information to the audit committee an all material concerns and issues arising regarding strategic, financial, operational and administrative matters in the organization. An annual report on the internal audit activities should be provided to the audit committee. External assistance may be obtained, but it cannot be from the same firm that is carrying out the external audit.

The control processes include security, systems security, segregation of duties, authorizations, manpower management, management information systems, financial accounting, reporting and credit management.

Succession Planning

The board is responsible to see that succession planning for the senior management team is in place. The succession planning will take into consideration corporate strategy and will be capable of being easily implemented in emergency conditions. It will be an ongoing process that will develop suitable skill levels throughout the management chain to avoid major new recruitment processes each time a senior management official leaves the Company or is promoted.

The Board will determine suitable succession policies that will form the basis for the development of succession procedures and training programs. These policies are to be re-evaluated periodically by the Board or a Board Committee.

Financial Risk Management

The board has the responsibility to ensure that the operational and financial performance of the Company is adequately reported to shareholders and regulators on a timely basis. The financial statements are prepared in accordance with Canadian generally accepted accounting practices.

The board should review the general content of the auditors’ report on the financial aspects of the Company’s annual information form, management information circular, management’s discussion and analysis.

Reporting

A Disclosure Policy is in existence to enable the Company to effectively communicate to shareholders. The board must oversee the implementation of the policy and monitor its performance.

The Board is responsible for ensuring that the Company meets financial and other regulatory disclosure requirements in accordance with legislation and stock exchange rules. A strong disclosure ethic will enable the Company to benefit, as it will promote a transparent and open image that shareholders and partners can trust and rely on.

Legal Requirements

The board is responsible for ensuring overall compliance with legal and regulatory requirements applicable to the Company. The board has the responsibility for the approval of management proxy circulars, the annual financial statements, any changes in by-laws, take-over bid circulars, filling the vacancies on the board or in the appointment of auditors

Board Functioning

The board has the responsibility to manage its own affairs including developing its own agenda and procedures. Consider its size and identify and approve prospective nominees to the board. Insure the comprehensive orientation of all directors.

Regularly assess the effectiveness and contribution of the Board, its committees and each board member. Take measures to satisfy itself as to the integrity of management. To ensure that key management are appropriately compensated to encourage the Company’s long-term success.

Choose the Chief Executive Officer (“CEO”) and approve the appointment of other senior management including but not limited to the led director and the chairman. Monitor performance of the CEO and of senior management. Place limits of authority delegated to senior management.

The board will review on an annual basis the Company’s Code of Ethics and monitor compliance with the code.

Establish and review its own policies and practices at least on an annual basis.

Meeting of the board will be held at least on a quarterly basis, in person, or via teleconferencing.

Committees of the Board

The board will establish committees of the board and delegate certain duties and responsibilities to such committees. The board will oversee such committees and oversee their performance. According to applicable regulations the board shall appoint the following standing committees annually, each composed of a majority of independent directors:

AUDIT COMMITTEE – comprised of three independent directors

CORPORATE GOVERNANCE COMMITTEE – comprised of three independent directors, the lead director and two members of the audit committee

COMPENSATION COMMITEE – comprised of three independent Directors

Compensation Committee

As at January 23, 2009 the Compensation Committee was comprised of Hubert Marleau, Amb. Thomas Graham Jr. and Jean Luc Roy, Chairman. This committee reviews the compensation of senior management on an annual basis and assists in the administration of the Company’s employee stock option plan.

The compensation committee is responsible for ensuring the remuneration and incentive packages of Executive Management are fair and suitable to attract, motivate and retain personnel of the right caliber to meet the organizations needs. For further details refer to above sections Report on Executive Compensation and Compensation of Directors.

review the compensation and benefits of the directors and executive officers;

review and recommend the compensation of the CEO, and other senior management;

review and recommend, subject to Board approval, stock option allocations to employees and management;

review and authorise public disclosure of executive compensation;

approve any special compensation arrangements;

review compensation practices annually or as required; and

review the charter on an annual basis.

Corporate Governance Committee

The Corporate Governance Committee is comprised of Hubert Marleau, Chairman, Amb. Thomas Graham Jr. and Victor Fern. The Corporate Governance Committee is responsible for reviewing matters relating to corporate governance and making recommendations to the Board with respect thereto.

Employees

During the fiscal year ended April 30, 2010, the Company had up to 25 employees, 10 consultants and up to 40 seasonal employees and contractors. The employees are located at the Head Office in Vancouver, BC, the Field Office in Saskatoon, SK and at the warehouse located in LaRonge, SK. During the field seasons, summer and winter the seasonal workers and consultants are distributed among the companies various projects in Manitoba, Saskatchewan and Alberta and generally will

work from the Saskatoon office when not in the field. The number of consultants and seasonal employees varies from season to season and year to year depending on the work programs that are funded and undertaken by the Company. The change in employees has not been significant over the past three years.

Share Ownership

The following tables set forth the share ownership of those persons listed in Subsection 6B above and include details of options and warrants to purchase shares of the Company held by such persons for the most recently completed fiscal year ending April 30, 2010:


Name	Purchase Date	Warrant Balance	Exercise Price	Expiry Date
Peter Dasler President, CEO and Director	Dec 21, 2009	121,000	$0.28	June 22, 2011
Emil Fung Vice President Corporate Development	Dec 21, 2009	100,000	$0.28	June 22, 2011
Karl Schimann Vice President Exploration	Dec 21, 2009	119,150	$0.28	June 22, 2011
Jean Luc Roy Director	Dec 21, 2009	57,000	$0.28	June 22, 2011

Warrants to Purchase Shares


Name	Shares Owned	Number of Shares Optioned	Date Option Granted	Exercise Price	Expiry Date
Peter Dasler	1,351,125	4,000,000
President, CEO and Director		470,000 440,000 100,000 100,000 605,000 810,000 350,000 900,000 225,000	Oct 14/05 Nov 16/06 Mar 30/07 Jun 28/07 Dec 21/07 Jan 26/09 May 1/09 Dec 4/09 Apr 30/09	0.45 0.50 0.74 0.62 0.40 0.12 0.19 0.17 0.15	Oct 14/10 Nov 16/11 Mar 30/12 Jun 28/12 Dec 20/12 Jan 25/14 Apr 30/14 Dec 03/14 Apr 30/13
Emil Fung	208,643	4,150,000
Vice President Corporate Development and Director		75,000 175,000 200,000 440,000 100,000 200,000 1,500,000 810,000 350,000 150,000 150,000	July 13/05 Oct 14/05 Feb 14/06 Nov 16/06 Mar 30/07 Jun 28/07 Dec 21/07 Jan 26/09 May 1/09 May 1/09 Apr 30/10	0.35 0.45 0.42 0.50 0.74 0.62 0.40 0.10 0.19 0.19 0.15	July 13/10 Oct 14/10 Feb 14/11 Nov 16/11 Mar 30/12 Jun 28/12 Dec 20/12 Jan 25/14 Apr 30/14 Apr 30/14 Apr 30/13
Hubert Marleau	Nil	725,000
Director		12,500 37,500 10,000 440,000 150,000 75,000	Oct 14/05 Nov 16/06 Jun 28/07 Dec 21/07 Jan 26/09 May 1/09	0.45 0.50 0.62 0.40 0.12 0.19	Oct 14/10 Nov 16/11 Jun 28/12 Dec 20/12 Jan 25/14 Apr 30/13
Jean Luc Roy	57,000	725,000
Director		100,000 400,000 150,000 75,000	Oct 31/07 Dec 21/07 Jan 26/09 May 1/09	0.45 0.40 0.12 0.19	Oct 31/12 Dec 20/12 Jan 25/14 Apr 30/13
Amb. Thomas Graham Jr	200,000	725,000
Director		500,000 150,000 75,000	Mar 30/07 Jan 26/09 Apr 30/09	0.74 0.12 0.19	Mar 30/12 Jan 25/14 Apr 30/14
Victor Fern	Nil	725,000
Director		500,000 150,000 75,000	Mar 25/07 Jan 26/09 Apr 30/09	0.40 0.12 0.19	Mar 24/13 Jan 25/14 Apr 30/14
Karl Schimann	345,000	3,860,000
Vice President Exploration		800,000 440,000 100,000 100,000 1,195,000 810,000 350,000 65,000	Oct 14/05 Nov 16/06 Mar 30/07 Jun 28/07 Dec 21/07 Jan 26/09 May 1/09 Apr 30/10	0.45 0.50 0.74 0.62 0.40 0.12 0.19 0.15	Oct 14/10 Nov 16/11 Mar 30/12 Jun 28/12 Dec 20/12 Jan 25/14 Apr 30/14 Apr 30/13
Ram Ramachandran	Nil	nil
Chief Financial Officer

Common Shares and Share Options

Options and Other Rights to Purchase Shares

Directors, officers, employees and contractors are granted options to purchase common shares under the Company’s stock option plan. For details of such rights refer to note 14 of the attached Appendix (A) Audited Consolidated Financial Statements for the fiscal year ending April 30, 2010.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

To the knowledge of the directors and executive officers of the Company, and based upon the Company’s review of the records maintained by CIBC Mellon Trust Company and insider reports filed with System for Electronic Disclosure by Insiders (SEDI), as at August 5, 2010, the Company had 171,866,213 shares issued and the following shareholders beneficially owned, directly or indirectly, or exercised control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company:

Shareholder Name and Address

Number of Shares Held

Percentage of Issued Shares

CDS & Company ⁽¹⁾

25 ^th Esplanade, Box 1038, Stn. A,

Toronto, Ontario M5E 1W5

144,752,818

84.19%

Ravensden Asset Management Inc. ⁽²⁾

One Adelaide Street East, 29 ^th Floor,

Toronto, Ontario M5C 2V9

16,085,529 / 22,878,293 ⁽³⁾

9.36% / 12.8% ⁽³⁾

Notes:

⁽¹⁾

CDS & Co. is a depository for securities; the Company has no knowledge as to the beneficial ownership of

these shares. The information as to the shares beneficially owned by CDS is not within the knowledge of the Company and has been extracted from the register of shareholders maintained by the registrar and transfer agent for the Company’s shares.

⁽²⁾

16,085,529 common shares and 6,792,764 warrants are held on behalf of the portfolios of investment funds and private client’s accounts managed by Ravensden Asset Management. This information has been extracted from the early warning report filed by Ravensden pursuant to National Instrument 62-103.

⁽³⁾

Calculated on a partially diluted basis only, assuming the exercise of the warrants.

Related Party Transactions

There were no material transactions in the fiscal year ended April 30, 2010, or proposed material transactions between the Company or any of its subsidiaries, except as previously disclosed in the audited year ended April 30, 2010 consolidated financial statements attached as Appendix (A) .

Interests of Experts and Counsel

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

ITEM 8.

FINANCIAL INFORMATION

Consolidated Statements and Other Financial Information

This Annual Report contains consolidated financial statements for the Company for fiscal year end April 30, 2010 which contains an audit report dated attached hereto as Appendix (A) .

Significant Changes

The Company will hold its Annual General and Special Meeting (“AGM”) of the shareholders on September 23, 2010. On August 26 ^th the notice of meeting and information circular were mailed to all shareholders of record at August 5, 2010. In addition to the regular business of the AGM, the shareholders are being asked to consider the following proposed changes:

Approval of Consolidation of Shares

The Board believes that, having regard to the large number of common shares of the Company outstanding, it is in the best interests of the Company and the shareholders to consolidate all of the issued and outstanding common shares on the basis of one new share for every ten existing shares, or such lower consolidation ratio as the directors may determine (the “Proposed Consolidation”) in order to facilitate any future financings. As of the Record Date, there are 171,916,213 common shares issued and outstanding and approximately 17,191,621 common shares will be issued and outstanding if and when the Proposed Consolidation is effected. The Proposed Consolidation is subject to TSX Venture and shareholder approval.

The Board proposes that the shareholders consider and approve a special resolution to authorize the Board to give effect to the Proposed Consolidation. If, as a result of the Proposed Consolidation, a shareholder would otherwise be entitled to a fraction of a common share in respect of the total aggregate number of pre-consolidation common shares held by such shareholder, no such fractional common share will be awarded and the aggregate number of common shares that such shareholder is entitled to will be rounded down to the next closest whole number of common shares if the fraction is less than half of a share, as provided by section 83 of the Business Corporations Act (British Columbia) (the “ Act ”). If the fraction is at least half of a share, it may be changed to one whole common share as provided for by section 83 of the Act. Except for any change resulting from the rounding described above, the change in the number of common shares outstanding that would result from the Proposed Consolidation will cause no change in the stated capital attributable to the common shares. The Proposed Consolidation will not materially affect the percentage of ownership in the Company by the shareholders even though such ownership will be represented by a smaller number of common shares. The Proposed Consolidation will merely proportionately reduce the number of common shares held by the shareholders. The number of common shares issuable upon the exercise of any outstanding convertible securities of the Company (i.e. stock options or warrants) and the exercise price therefor, will also be adjusted proportionately to reflect the Proposed Consolidation.

Assuming approval and implementation of the Proposed Consolidation, a letter of transmittal will be sent by mail to shareholders instructing them to surrender the certificates evidencing their common shares for replacement certificates representing the number of post-consolidation common shares to which they are entitled as a result of the Proposed Consolidation. Shareholders will not have to pay a transfer or other fee in connection with the exchange of certificates. Shareholders should not submit certificates for exchange until requested to do so. Until surrendered, each certificate formerly representing common shares will be deemed for all purposes to represent the number of common shares to which the holder thereof is entitled as a result of the Proposed Consolidation.

Accordingly, shareholders of the Company will be asked at the Meeting to pass a special resolution in the following terms:

“RESOLVED as a special resolution that:

subject to acceptance of the TSX Venture Exchange, the issued and outstanding common shares of the Company be consolidated on the basis of ten old common shares for one new common share or such lower consolidation ratio as the directors may determine;

any one director or officer of the Company is authorized to do all such things and execute all such documents and instruments as may be necessary or desirable to give effect to this special resolution; and

notwithstanding the approval of the proposal to consolidate the issued and outstanding common shares of the Company, the directors of the Company be authorized without further approval of the shareholders to revoke the special resolution consolidating the issued and outstanding common shares before it is acted upon if the directors determine it would be in the best interests of the Company to do so.

A special resolution requires the approval of at least two-thirds of the votes cast at the Meeting. It is the intention of the persons named in the accompanying Proxy, if not expressly directed to the contrary in such Proxy, to vote such proxies FOR the special resolution authorizing the Proposed Consolidation.

The Board of Directors unanimously recommends that shareholders vote in favour of the resolution approving the consolidation.

Repricing of Stock Options

Due to present market conditions, and in order to bring the exercise price of the outstanding stock options of the Company in line with the current market price of the Company’s shares, the Board has approved, subject to acceptance by the TSX Venture, the reduction in the exercise price of all outstanding stock options (the “ Options ”) previously granted to directors, officers, employees and consultants of the Company, some of whom are insiders of the Company. As of the date hereof 20,772,500 options are outstanding under the Existing Plan. The policies of the TSX Venture require the reduction in the price of options held by insiders to be approved by a majority of votes cast at a meeting of shareholders, other than votes attaching to shares beneficially owned by insiders and their associates. None of the holders of the Options are insiders of the Company other than the persons listed in the table below (the “ Insiders ”), which persons hold the number of Options set forth opposite their respective names:

Name of Insider

Date of Grant of Options

Number of Unexercised Options

Exercise Price of Options

Date of Expiry of Options

Peter Dasler

President and CEO

Oct 14/05

Nov 16/06

Mar 30/07

Jun 28/07

Dec 21/07

Jan 26/09

May 1/09

Dec 4/09

470,000

440,000

100,000

605,000

810,000

350,000

900,000

0.45

0.50

0.74

0.62

0.40

0.12

0.19

0.17

Oct 14/10

Nov 16/11

Mar 30/12

Jun 28/12

Dec 20/12

Jan 25/12

Apr 30/14

Dec 3/14

Emil Fung

Vice President Corporate Development

Oct 14/05

Feb 14/06

Nov 16/06

Mar 30/07

Jun 28/07

Dec 21/07

Jan 26/09

May 1/09

175,000

200,000

440,000

100,000

200,000

1,500,000

810,000

350,000

150,000

0.45

0.42

0.50

0.74

0.62

0.40

0.12

0.19

Oct 14/10

Feb 14/11

Nov 16/11

Mar 30/12

Jun 28/12

Dec 20/12

Jan 25/14

Apr 30/14

Karl Schimann

Vice President Exploration

Oct 14/05

Nov 16/06

Mar 30/07

Jun 28/07

Dec 21/07

Jan 26/09

May 1/09

800,000

440,000

100,000

1,195,000

810,000

350,000

0.45

0.50

0.74

0.62

0.40

0.12

0.19

Oct 14/10

Nov 16/11

Mar 30/12

Jun 28/12

Dec 20/12

Jan 25/14

Apr 30/14

Hubert Marleau

Director

Oct 14/05

Nov 16/06

Jun 28/07

Dec 1/07

Jan 26/09

May 1/09

12,500

37,500

10,000

440,000

150,000

75,000

0.45

0.50

0.62

0.40

0.12

0.19

Oct 14/10

Nov 16/11

Jun 28/12

Dec 20/12

Jan 25/14

Apr 30/14

Amb. Thomas Graham Jr.

Director

Mar 30/07

Jan 26/09

May 1/09

500,000

150,000

75,000

0.74

0.12

0.19

Mar 30/12

Jan 25/14

Apr 30/14

Jean Luc Roy

Director

Oct 31/07

Dec 21/07

Jan 26/09

May 1/09

100,000

400,000

150,000

75,000

0.45

0.40

0.12

0.19

Oct 31/12

Dec 20/12

Jan 25/14

Apr 30/14

Victor Fern

Director

Mar 25/08

Jan 26/09

May 1/09

500,000

150,000

75,000

0.40

0.12

0.19

Mar 24/13

Jan 25/14

Apr 30/14

The exercise price of all the Options, including the Options held by Insiders, will be reduced to $0.085, ($0.85 post consolidation) being the close of market price of the common shares of the Company on August 16, 2010, the date of this Information Circular. Pursuant to the policies of the TSX Venture, the exercise price of any Options which were granted within six months of the date of acceptance of the re-pricing of the Options by the TSX Venture will not be reduced. The policies of the TSX Venture require that at least six months have elapsed since the date of grant of an option before it may be re-priced.

Shareholders of the Company, with the Insiders and their associates abstaining from voting, will be requested at the Meeting to pass an ordinary resolution in the following terms:

“RESOLVED, as an ordinary resolution of the disinterested shareholders, that:

subject to acceptance of the TSX Venture Exchange, the existing exercise price of all the outstanding unexercised stock options of the Company currently issued to insiders and others be reduced to $0.085 the closing market price of the Company’s common shares on August 16, 2010; and

any one director or officer of the Company is authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as may be necessary or desirable to give effect to the foregoing resolution and to complete all transactions in connection with the re-pricing of the stock options.

The re-pricing of the Options will not be effective unless and until it has been approved by the disinterested shareholders of the Company at the Meeting and accepted for filing by the TSX Venture.

Approval of New Share Option Plan

The shareholders of the Company will be asked at the Meeting to approve the proposed new Share Option Plan (the “ New Plan ”). The New Plan increases the maximum aggregate number of common shares of the Company which may be reserved for issuance under the New Plan to 34,000,000 common shares, which represents approximately 20% of the current issued and outstanding common shares of the Company. Implementation of the New Plan is subject to approval by the TSX Venture and the shareholders of the Company.

As set forth under the heading “Existing Stock Option Plan”, the Company has in place the Existing Plan, the principal purpose of which was to give directors, officers, employees and consultants the opportunity to participate in the profitability and growth of the Company by granting to such individuals options, exercisable over periods of up to ten years as determined by the Board, to buy shares of the Company at a price not less than the closing market price of the Company’s shares on the day preceding the date of granting of the option. The Existing Plan provides for the reservation of a maximum of 27,500,000 common shares of the Company for the issuance of stock options. As of the date hereof, a total of 20,772,500 options are outstanding under the Existing Plan.

The Board of Directors of the Company concluded that it would be in the Company’s best interests to adopt the New Plan and approved the New Plan on July 15, 2010. The New Plan was conditionally approved by the TSX Venture on July 21, 2010, and the Company is seeking shareholder approval of the New Plan at the Meeting. The New Plan requires approval by ordinary resolution of the shareholders of the Company before it may be implemented by the Company.

The New Plan, if approved, will replace the Existing Plan and, except to the extent that the rights and entitlements of an optionee would be impaired, options previously governed by the Existing Plan will be governed by the New Plan. The principal changes from the Existing Plan to the New Plan are that the New Plan:

(a)

accommodates the rules and policies (the “Exchange Policies”) of both the TSX Venture and The Toronto Stock Exchange (“TSX”), depending upon which stock exchange the shares of the Company are listed for trading at the relevant time;

(b)

provides that the maximum aggregate number of common shares reserved for issuance under the New Plan and all other share compensation arrangements of the Company is 34,000,000 common shares, representing approximately 20% of the Company’s current issued and outstanding shares;

(c)

provides that if an option expires:

(i)

during a period (a “Blackout Period”) in which the Company has imposed restrictions on trades in its securities by its directors, officers or employees, the expiry date will be a date which is 10 business days after expiry of the Blackout Period; or

(ii)

immediately following a Blackout Period, the expiry date will be a date which is 10 business days after expiry of the Blackout Period less the number of business days between the date of expiry of the option and the date on which the Blackout Period ends;

The expiry dates for Blackout Periods are subject to the discretion of the board of directors;

(d)

provides for accelerated vesting of options on a sale of all or substantially all of the assets of the Company, or a change of control of the Company;

(e)

provides that, to the extent the grant or exercise of an option gives rise to any tax or other statutory withholding obligations, prior to the delivery of an option or any common shares being acquired upon the exercise of an option, as the case may be, the Company may require an optionee to remit to the Company a cash payment, or may withhold from any remuneration or consideration payable to an optionee, an amount sufficient to pay any tax or other statutory withholding obligations associated with the grant or exercise of an option;

(f)

provides that the directors may amend the New Plan or any option without shareholder approval, subject to any necessary approvals required by securities regulators or the Exchange Policies, amend, suspend, terminate or discontinue the New Plan or the terms of any option granted under the New Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the New Plan will, without the written consent of all optionees, impair the rights and entitlements of any optionee pursuant to a then-outstanding option unless such amendment is the result of a change in the Exchange Policies, and without limiting the generality of the foregoing, may:

(i)

amend the time or times that the shares subject to each option will become purchasable by an optionee, including accelerating the vesting terms, if any, applicable to an option;

(ii)

amend the process by which an optionee who wishes to exercise his or her option can do so, including the required form of payment for the shares being purchased, the form of exercise notice and the place where such payments and notices must be delivered;

(iii)

reduce the exercise price or extending the term of an option, other than an option held by an insider of the Company;

(iv)

amend the terms of the plan relating to the effect of termination, cessation or death of an optionee on the right to exercise options (including options held by an insider of the Company);

(v)

make any amendments of a typographical, grammatical or clerical nature; and

(vi)

make any amendments necessary to bring the plan into compliance with applicable securities and corporate laws and the Exchange Policies;

(g)

provides that an option commitment, in a prescribed form, be completed and delivered to each optionee detailing the terms of options granted under the New Plan including vesting terms, if any;

(h)

provides, in compliance with certain TSX Venture policies:

(i)

a condition that no more than 5% of the issued shares of the Company may be granted to any one individual in any 12 month period, unless the Company has obtained disinterested shareholder approval;

(ii)

a provision that the Company must obtain disinterested Shareholder approval of options if the Plan, together with all of the Company’s previously established and outstanding stock option plans or grants, could result at any time in:

the number of shares reserved for issuance under options granted to Insiders exceeding 10% of the Company’s shares; or

the grant to Insiders, within a 12 month period, of a number of options exceeding 10% of the issued shares;

(iii)

a provision requiring vesting terms on options granted to Consultants conducting Investor Relations Activities; and

(iv)

a provision allowing for the issuance of shares on the exercise of options without the TSX Venture hold period on the shares where the exercise price of the options is greater than or equal to the current market price of the Company’s shares.

The full text of the New Plan will be available at the Meeting. You may also request a copy of the proposed New Plan by contacting the Company, see “Additional Information” below.

Accordingly, the shareholders of the Company will be requested at the Meeting to pass an ordinary resolution in the following terms:

“RESOLVED that:

the Company’s new Share Option Plan dated August 16, 2010, be and is hereby adopted and approved including reserving a maximum of 34,000,000 common shares for issuance under the new Share Option Plan; and

any one director or officer of the Company is authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as may be necessary or desirable to give effect to the foregoing resolutions and to complete all transactions in connection with adopting the new Share Option Plan.”

The Board of Directors unanimously recommends that shareholders vote in favour of the resolution approving the New Plan.

Investor Relations Contract

On September 1, 2010 the Company announced that it has retained CHF Investor Relations (Cavalcanti Hume Funfer Inc., “CHF”), a well-established Canadian investor relations firm headquartered in Toronto and operating under the same management for the past 17 years.

The IR services agreement, effective September 1 ^st , 2010, is for a term of up to 12 months, subject to a satisfactory performance review at the six-month mark. It is intended that CHF will initiate a market liquidity program, more commonly referred to as market-making, through CHF's Calgary office. The market-making activity will be undertaken by CHF through a registered broker in compliance with the guidelines established by the TSX Venture Exchange Policy 3.4 and other relevant policies.

Subject to TSX Venture Exchange approval, CanAlaska will compensate CHF with monthly fees of $7,500 and incentive stock options. CanAlaska has granted CHF 300,000 CVV options exercisable at 10 cents and 200,000 exercisable at 15 cents, exercisable for two years. All stock options are subject to the minimum vesting rules of the TSX-V, which specifies that no more than 25 per cent of the granted options may vest in any three-month period. In the event of CHF's termination, any outstanding options would expire according to provisions of the company's stock option plan.

Prior to the grant of options described above, CHF had no interest, direct or indirect, in the Company or its securities. Further information regarding CHF can be accessed at http://www.chfir.com.

ITEM 9.

THE OFFER AND LISTING

This Form 20F is being filed as an annual report under the Exchange Act, and as such provides information called for by items 9.A.4 and 9.C.

Offer and Listing Details

4).

Information regarding pricing history of the stock shall be disclosed as follows:

(a)

The annual high and low market prices for the five most recent financial years as quoted on the TSX Venture Exchange

Year Ended

High

Low

May 2009 – April 2010

May 2008 – April 2009

May 2007 – April 2008

May 2006 – April 2007

May 2005 – April 2006

0.195

0.31

0.70

0.97

0.76

0.145

0.045

0.25

0.38

0.26

(b)

The two most recent full financial years and any subsequent period: the high and low market prices for each full financial quarter as quoted on the TSX Venture Exchange:


TSX Venture Exchange	High	Low
2009
First Quarter	0.325	0.21
Second Quarter	0.235	0.07
Third Quarter	0.14	0.045
Fourth Quarter	0.195	0.10
2010
First Quarter	0.20	0.15
Second Quarter	0.235	0.145
Third Quarter	0.195	0.155
Fourth Quarter	0.18	0.145

(c)

The high and low market prices for the most recent six months as quoted on the TSX Venture Exchange


2010	High	Low
March	0.175	0.160
April	0.165	0.145
May	0.155	0.11
June	0.125	0.105
July	0.11	0.10
August	0.10	0.09

Plan of Distribution

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

Markets

The Company’s common shares have traded on the TSX Venture Exchange since January 4, 1988 under the trading symbol “CVV” and are listed on the OTCBB from December 3, 1999 and under the trading symbol of “CVVUF” and on the Frankfurt Stock Exchange, Open Market under the trading symbol DH7.

Selling Shareholders

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

Dilution

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

Expenses of the Issue

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

ITEM 10.

ADDITIONAL INFORMATION

Share Capital

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

Memorandum and Articles of Association

The Company is permitted to conduct any lawful business, that it is not restricted from conducting by its

memorandum and articles, neither of which contain any restriction on the lawful business that the Company may conduct. CanAlaska Uranium Ltd. executive, registered and records office is located at 1020 – 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6, telephone number +1.604.688.3211.

The Company was incorporated on May 22, 1985 under the laws of the Province of British Columbia, Canada under the name Canadian Gravity Recovery Group Ltd. On June 14, 1985, the Company changed its name to CanAlaska Resources Ltd. On September 15, 1993, the Company consolidated its share capital on a four for one basis and changed its name to International CanAlaska Resources Ltd. On October 19, 1999 the Company consolidated its share capital on a five for one basis and changed its name to CanAlaska Ventures Ltd. The Company was transitioned under the Business Corporations Act on September 24, 2004. The Company changed its name to CanAlaska Uranium Ltd. on October 11, 2006. The Company Articles of Incorporation are attached as Appendix (G) .

The Company’s common stock (the “Common Shares”) has been listed on the Vancouver Stock Exchange (now the TSX Venture Exchange) (the “Exchange”) since January 4, 1988 and is a Tier 1 Company. The Company has been trading on the OTC Bulletin Board in the United States under the symbol ICSKF since July 20, 1999 and under the symbol CVVUF since December 3, 1999, and on the Frankfurt Stock Exchange, Open Market under the trading symbol DH7.

The Company is a reporting company in British Columbia, Alberta, Ontario and Labrador and Newfoundland. The Company is extra-provincially registered in Labrador and Newfoundland, Saskatchewan, Manitoba, and Alberta, Canada.

A director who is, in any way, directly or indirectly interested in an existing proposal or contract or transaction with the Company, where a conflict of interest is declared, the nature and extent of the conflict which must be disclosed as required by the Business Corporations Act (British Columbia), may not vote in respect to the approval of the transaction.

All of the shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets and in all other respects, on liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. The holders of the common shares are entitled to one vote for each common share on all matters to be voted on by the shareholders. There are no sinking fun provisions. All common shares must be fully paid prior to issue and are thereafter subject to no further capital calls by the Company. There exists no discriminatory provision affecting any existing or prospective holder of common shares as a result of such shareholder owning a substantial number of shares.

The rights of the shareholders may be changed only by the shareholders passing a special resolution approved by members holding two thirds of the votes cast.

The Board of Directors must call an annual general meeting once each calendar year, not later than 13 months after the last such meeting. The Board may call an extraordinary meeting of shareholders at any time. Notice of such meetings must be accompanied by an Information Circular describing the proposed business to be dealt with and disclosures as prescribed by statute. Not less than 21 days notice shall be given for any meeting. A quorum shall be two members in person or proxy not representing less than 5% of the issued shares.

The articles of the Company contain no limitations on the rights of non-resident or foreign shareholders.

There are no provisions in the Company’s articles that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or its subsidiaries.

There are no provisions in the Company’s articles governing ownership threshold.

With respect to items 2 through 8 above, the law applicable to the company in these areas is not significantly different from that in the host country.

10.

Conditions imposed by the memorandum and articles governing changes in the capital require a special

resolution of shareholders requiring two thirds of the votes cast.

Material Contracts for the year ended April 30, 2010.

During the year ended April 30, 2010, there were no material contracts entered into by the Company other than entered into during the normal course of business as disclosed in ITEM 4, Section D, Property, Plant and Equipment and ITEM 5 Section F, Tabular Disclosure of Contractual Obligations.

Exchange Controls

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.

There is no limitation imposed by Canadian law or by the constituent documents of the Company on the right of a non-resident to hold or vote common shares, other than are provided in the Investment Canada Act (Canada). The following summarizes the material features of the Investment Canada Act (Canada).

The Investment Canada Act (Canada) requires certain "non-Canadian" individuals, governments, corporations or other entities who wish to acquire a "Canadian business" (as defined in the Investment Canada Act), or establish a "new Canadian business" (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as "Investment Canada". The Investment Canada Act requires that certain acquisitions of control of a Canadian business by a "non-Canadian" must be reviewed and approved by the Minister responsible for the Investment Canada Act on the basis that the Minister is satisfied that the acquisition is "likely to be of net benefit to Canada", having regard to criteria set forth in the Investment Canada Act. Only acquisitions of control are reviewable under the Investment Canada Act; however, the Investment Canada Act provides detailed rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control. Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition which has been completed, the acquired Canadian business be divested. Failure to comply with the review provisions of the Investment Canada Act could result in, among other things, an injunction or a court order directing disposition of assets or shares.

Taxation

Material United States Federal Income Tax Consequences

The following is a general discussion of certain possible United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of common shares of the Company. 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 “Canadian Federal Income Tax Consequences” below).

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 recently proposed legislation, which, if enacted, could be applied, possibly on a retroactive basis, at any time. This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares of the Company should consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.

U.S. Holders

As used herein, a “U.S. Holder” means a holder of common shares of the Company 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 Sates or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, nonresident alien individuals, or foreign corporations whose ownership of common shares of the Company is not effectively connected with conduct on a trade or a business in the United States, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or a conversion transaction, and shareholders subject to the alternative minimum tax, 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. 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.

Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to shares of the Company 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 the Company has current or accumulated earnings or 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 the Company, 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 the common shares. 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, to the extent that there are no expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

Dividends paid on the common shares of the Company 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 may, under certain circumstances, be entitled to a 70% (or 80%) deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company,” as defined below) if such U.S. Holder owns shares representing at least 10% (or 20%) of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.

Information Reporting and Backup Withholding

Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s 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 the 30% 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 the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and 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 specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income,” and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes. 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 the Company should consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of the Company

A U.S. Holder will recognize a gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts. This gain or loss will be a capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder, which will be a long-term capital gain or loss if the common shares of the Company are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders who 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 which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital.

Currency Exchange Gains or Losses

U.S. Holders generally are required to calculate their taxable incomes in United States dollars. Accordingly, a U.S. Holder who purchases common shares of the Company with Canadian dollars will be required to determine the tax basis of such shares in United States dollars based on the exchange rate prevailing on the settlement date of the purchase (and may be required to recognize the unrealized gain or loss, if any, in the Canadian currency surrendered in the purchase transaction). Similarly, a U.S. Holder receiving dividends or sales proceeds from common shares of the Company in Canadian dollars will be required to compute the dividend income or the amount realized on the sale, as the case may be, in United States dollars based on the exchange rate prevailing at the time of receipt in the case of dividends and on the settlement date in the case of sales on an established securities exchange. A gain or loss, if any, recognized on a disposition of Canadian currency in connection with the described transaction generally will be treated as an ordinary gain or loss.

Other Considerations

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

Foreign Personal Holding Company

If at any time during a tax year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the United States and 60% or more of the Company’s gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), the Company may be treated as a “foreign personal holding company”. In that event, U.S. Holders that hold common shares would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income. The Company does not believe that it currently qualifies as a foreign personal holding company. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting or trading in securities, commodities, or any interest therein, it is possible that the Company may be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than a capital gain. The Company does not believe that it currently qualifies as a foreign investment company. However, there can be no assurance that the Company will not be considered a foreign investment company for the current or any future taxable year.

Passive Foreign Investment Company (“PFIC”)

The Code 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 and, 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 Company 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. The Company believes that it qualified as a PFIC for the fiscal year ended April 30, 1988 and the fiscal years ended from April 30, 1989 through April 30, 2010. There can be no assurance that the Company’s determination concerning its PFIC status will not be challenged by the IRS, or that it will be able to satisfy record keeping requirements which will be imposed on a qualified electing fund (“QEF”). Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.

A 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 two alternative tax regimes at the election of each such U.S. Holder. The following is a discussion of such two alternative tax regimes applied to such U.S. Holders of the Company. 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 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 in a timely manner to treat the Company as a QEF (an “Electing U.S. Holder”) will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his pro rata share of the Company’s (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as a long-term capital gain to the Electing U.S. Holder and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the shareholder’s taxable year in which (or with which) the Company’s taxable year ends, regardless of whether such amounts are actually distributed.

The effective QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his Company common shares (or deemed to be realized on the pledge of his shares) as capital gain; (ii) treat his share of the Company’s net capital gain, if any, as a long-term capital gain instead of ordinary income; and (iii) 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 the Company’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not a corporation, such an interest charge would be treated as “personal interest” that is not deductible.

The procedure a U.S. Holder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Holder’s holding period in which the Company 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, the Company qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or if the Company is a controlled foreign corporation, the U.S. Holder’s pro rata share of the Company’s post-1986 earnings and profits as of the qualification date. The qualification date is the first day of the Company’s first tax year in which the Company qualified as a QEF with respect to such U.S. Holder. The elections to recognize such gain or earnings and profits can only be made if such U.S. Holder’s holding period for the common shares of the Company includes the qualification date. By electing to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have made a timely QEF election. A U.S. Holder who made elections to recognize gain or earnings and profits after May 1, 1992 and before January 27, 1997 may, under certain circumstances, elect to change such U.S. Holder’s qualification date to the first day of the first QEF year. U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules. 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 classes of stock entitled to vote of such foreign corporation (see more detailed discussion at “Controlled Foreign Corporation” below).

If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Company common shares, then the Company will continue to be treated as a PFIC with respect to such Company common shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Company 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 annually elect to mark such stock to the market (a “mark-to-market election”). If such an election is made, such U.S. Holder will 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 the Company’s common shares. A U.S. Holder who makes the mark-to-market election will include in income for the taxable year for which the election was made an amount equal to the excess, if any, of the fair market value of the common shares of the Company 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 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 the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior tax year but for the Section 1291 interest on tax deferral 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 the Company 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 the Company’s common shares cease to be marketable, as specifically defined, or the Secretary of the IRS consents to revocation of the election. Because the IRS has not established procedures for making a mark-to-market election, U.S. Holders should consult their tax advisor regarding the manner of making such an election.

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 the Company’s common shares in the hands of the transferee and the basis of any property received in exchange for those common shares would be increased by the amount of the 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 transfer. In a transfer at death, for example, the transferee’s basis is equal to (i) the fair market value of the Electing U.S. Holder’s common shares reduced by the U.S. Holder’s adjusted basis in these common shares at death. 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 the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.

Certain special, generally adverse, rules will apply with respect to the Company common shares while the Company is a PFIC whether or not it is treated as a QEF. 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.

If the Company is classified as a PFIC, U.S. Holders who do not make timely QEF Elections (as discussed above) will be subject to a number of special tax rules. For example, gains recognized on disposition of the Company stock or the receipt of an “excess distribution” from the Company is (i) treated as if it were ordinary income earned ratably on each day of the period the U.S. Holder owns shares of the Company at the highest marginal rate in effect during the period in which it was deemed included and (ii) subject to an interest charge as if the resulting tax had actually been due in such earlier year or years (an excess distribution is the amount of any distribution received by the U.S. Holder during the taxable year that exceeds 125% of the immediately preceding three year average of distributions received from the Company, subject to certain adjustments.) Proposed Regulations broadly define a disposition to include any transaction or event that constitutes an actual or deemed transfer of property for any purpose under the Code, including (but not limited to) a sale, exchange, gift, transfer at death, and the pledging of PFIC stock to secure a loan. If the tax described above is not imposed on transfer at death, the recipient of the PFIC stock receives a basis in the transferred stock equal to the lesser of the fair market value or the adjusted basis of the stock in the hands of the U.S. Holder immediately before death. Finally, the foregoing rules will continue to apply with respect to a U.S. Holder who held the stock of the Company while the Company met the definition of a PFIC even if the Company ceases to meet the definition of a PFIC.

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 the Company is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and 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 of the Company (“United States Shareholder”), the Company could be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Code. This classification would effect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of 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 the Company which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company attributable to 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 the scope of this discussion. The Company does not believe that it currently qualifies as a CFC. However, there can be no assurance that the Company will not be considered a CFC for the current or any future taxable year.

Material Canadian Federal Income Tax Consequences

The summary below is restricted to the case of a holder (a “Holder”) of one or more common shares who for the purposes of the Income Tax Act (Canada) (the “Act”) is a non-resident of Canada, holds his common shares as capital property and deals at arm’s length with the Company.

The following is a general discussion of certain possible Canadian federal income tax consequences, under current law, generally applicable to a non-resident of Canada (as hereinafter defined) of common shares of the Company. 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 above as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any provincial, local or foreign tax consequences.

Dividends

A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his common shares. Under the 1995 Protocol amending the Canada-US Income Tax Convention (1980) (the “Treaty”) the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

Capital Gains

A Holder who disposes of a common share, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted “taxable Canadian property” as defined by the Act. Generally, a common share will not constitute taxable Canadian property of a Holder unless he held the common shares as capital property used by him carrying on a business (other than an insurance business) in Canada, or he or persons with whom he did not deal at arm’s-length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Company.

A Holder who is resident of the United States and realizes a capital gain on disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common share is derived from, or forms an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately the disposition and for a total of 120 months during the 20 years, preceding the disposition, and (ii) owned the common share when he ceased to be a resident of Canada.

A Holder who is subject to Canadian tax in respect of a capital gain on disposition of a common share must include one-half of the capital gain (taxable capital gain) in computing his taxable income earned in Canada. This Holder may, subject to certain limitations, deduct one half of any capital loss (allowable capital loss) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect of taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.

Dividends and Paying Agents

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

Statements by Experts

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

Documents on Display

Any documents referred to in this Annual Report may be inspected at the head office of the Company, 1020 – 625 Howe Street, Vancouver, British Columbia, V6C 2T6, Canada, during normal business hours.

Subsidiary Information

There is no information relating to the Company’s subsidiaries which must be provided in Canada and which are not otherwise called for by the body of generally accepted accounting principles used in preparing the consolidated financial statements.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company anticipates its primary market risk, if any, to be related to fluctuations in exchange rates. Exchange rate risk may arise if the Company is required to use different currencies for various aspects of its operations. At present, the functional currency for the Company is the Canadian dollar. Based on the Company’s overall exchange rate risk as at April 30, 2010, the Company believes that a ten percent change in exchange rates would not have a material adverse effect on its financial position, results of operations, or changes in financial position. The Company intends to monitor its exchange rate risk and take reasonable steps to reduce its exposure. The Company does not intend to purchase or sell derivative instruments for speculative purposes.

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

There has not been a material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within thirty days, relating to indebtedness of the Company or any of its significant subsidiaries. There are no payments of dividends by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares of the Company.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

ITEM 15.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s disclosure controls and procedures (“DCP”) are designed to provide reasonable assurance that all relevant information is communicated to senior management, to allow timely decisions regarding required disclosure. Based on this evaluation, these officers concluded that as of the end of the period covered by this Annual

Report on Form 20-F, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. These disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including our company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that the disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Internal Controls over Financial Reporting Procedures” ” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

Internal Controls over Financial Reporting Procedures

The management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and the board of directors regarding the reliability of financial reporting and preparation and fair presentation of published financial statements for external purposes in accordance with GAAP. 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, has conducted an evaluation of the design and operation of internal control over financial reporting as of April 30, 2010. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded our internal control over financial reporting was not effective as at April 30, 2010 due to the following material weaknesses: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting, financial reporting and corporate governance.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weakness was identified in management's assessment as resulting from the inadequate segregation of duties.

The specific deficiency in question was that management’s verification of the future income tax calculations failed to detect a computational error contained therein. This resulted in the overstatement of prior year income tax recovery amounts under Canadian GAAP with a corresponding effect on the U.S. GAAP reconciliation. The appropriate corrections were made prior to the completion of the financial statements and resulted in an increase to the Company's net losses for the years ended April 30, 2009 and 2008. Such a control deficiency, if not remediated, could result in a material misstatement to the financial statements that would not be prevented or detected.

The Company has taken steps to enhance and improve the design of our internal controls over financial reporting, however these steps were not complete as of April 30, 2010. During the period covered by this annual report on Form 20-F, the Company has not been able to remediate the material weaknesses identified above. To remediate such weaknesses, the Company plans to implement the following changes during fiscal year ending December 31, 2010: (i) address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting, financial reporting and corporate governance.

The remediation efforts set out above are largely dependent upon the Company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

The Company’s internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

During the Company’s most recently completed financial year ended April 30, 2010, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to affect, its internal control over financial reporting.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this annual report .

ITEM 16.

[Reserved]

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

Composition of the Audit Committee

The Company’s audit committee members are Jean Luc Roy, Amb. Thomas Graham Jr. and Hubert Marleau. They are all independent directors.

Mr. Roy is chairman and an independent member of the audit committee and is financially literate. Mr. Roy has an understanding of generally accepted accounting principles and financial statements. He has the ability to assess the general application of such principles in connection with accounting for estimates, accruals and reserves. In addition he has the background and experience to deal with the complexity of accounting issues that can be reasonably raised by the registrant’s financial statements. Mr. Roy has an understanding of internal controls and the functioning of the audit committee and has experience overseeing the financial reporting function. Mr. Roy has been a director or executive officer of several exploration and mining companies for the past 20 years. Mr. Roy was the past President and CEO of El Nino Ventures Inc. Mr. Roy is presently a resident of Burkina Faso where is he COO of Ampella Mining Ltd an Australian listed company focused on gold exploration in West Africa with their flagship property Batie West.

Mr. Marleau is an independent member of the audit committee and is financially literate. With Mr. Marleau’s extensive work history working with private and public companies as a director, Mr. Marleau has an understanding of internal controls and procedures for financial reporting.

Ambassador Thomas Graham Jr. is an independent member of the audit committee and is financially literate. Amb. Graham is a former senior-level diplomat and a world-renowned authority on nuclear non-proliferation. He serves as executive chairman of the board of directors for Lightbridge Corporation and board chairman of Mexco Energy Corporation. In 2010, Ambassador Graham was appointed to the United Emirates’ International Advisory Board. He has lectured at the University of Washington, Stanford, Georgetown, and the University of Virginia Law School, among others, on topics related to disarmament and nuclear security. He has authored numerous articles and books in the non-proliferation field. He earned his J.D. from Harvard Law School and his bachelor’s degree from Princeton.

For further information on the structure and responsibilities of the audit committee see attached Appendix (C) – Audit Committee Charter.

ITEM 16B.

CODE OF ETHICS

The Company has adopted a Code of Ethics (“Code”) which defines certain fundamental principles, policies and procedures that govern the directors, officers, employees, advisors and contractors. The Company is committed to conducting its business in accordance with applicable laws, rules and regulations and to the highest standard of business ethics. A copy of the Code is provided to all individuals associated with the Company including outside contractors.

The Code establishes a level of awareness and expectations in certain areas of behaviour such as conflicts of interest, gifts and entertainment, competitive practices, disclosure policies, legal compliance, financial reporting, records, company assets, workplace environment and Health and Safety. A whistle blower system for reporting violations to the Code has been established and is routinely revisited during regular employee meeting and orientations.

The Code of Ethics is posted on the Company’s web site, has been posted to SEDAR and EDGAR and is attached hereto as Appendix (D). A copy of the Code may be requested by contacting the head office at #1020 – 625 Howe Street, Vancouver, BC, V6C 2T6, by telephone 604.688.3211, fax 604.688.3217 or via e-mail at canalaska.com.

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table discloses the aggregate fees billed for each of the last two financial years for professional services rendered by the Company’s audit firm for various services in Canadian Dollars.

External Auditor Service Fees

The aggregate fees billed by the Company’s external auditors in each of the last two fiscal years for audit of the Company’s accounts are as follows:


Financial Year Ended	Audit Fees	Audit-Related Fees	Tax Advisory Fees	All Other Fees
2010	$40,000	$13,400	$20,000	Nil
2009	$40,000	$ 9,500	$ 8,000	Nil

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 amount 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 US Securities and Exchange Commission, and whether the services requested and the fees related to such services could impair the independence of the auditors.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

ITEM 16E.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There have been no purchases made on behalf of the issuer or any affiliate issuer during this reporting period.

ITEM 16F.

CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT

James Stafford, Inc. Chartered Accountants, resigned as auditor for the Company on February 3, 2010 at the request of the Company. The recommendation to appoint Deloitte & Touche LLP to fill the vacancy in the position of auditors was approved by the Audit Committee and the Board of the Company.

The Company’s determination to change auditors was not the result of any “Reportable Event” as such term is defined in National Instrument 51-102 (“NI 51-102”). The auditor’s reports of James Stafford, Inc. on the financial statements of the Company do not contain any reservations, and there have been no reportable events at the time of the resignation.

A copy of the reporting package (as defined in NI 51-102) that has been filed with the requisite securities regulatory authorities. The reporting package is attached hereto as Appendix (E) . The reporting package consists of (i) Notice of Change of Auditor; (ii) Letter from James Stafford Inc.; and (iii) Letter from Deloitte & Touche LLP.

ITEM 16G.

CORPORATE GOVERNANCE

The Company’s corporate governance practices do not differ significantly from the standards and guidelines that have been set by the regulatory agencies. A copy of the Company’s Corporate Governance Policy is published on the corporate web site, has been posted to SEDAR and EDGAR, and is attached hereto as Appendix (F).

PART III

ITEM 17.

CONSOLIDATED FINANCIAL STATEMENTS

See the Audited Consolidated Financial Statements and Exhibits listed in Item 19 hereof and filed as part of this Annual Report.

ITEM 18.

FINANCIAL STATEMENTS

Not Applicable

ITEM 19.

EXHIBITS

Signatures

Certifications of CEO and CFO for financial reporting, disclosure and internal controls

Certification of the Chief Executive Officer

Certification of the Chief Financial Officer

Certification of CEO Pursuant To 18 U.S.C. Section 1350

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of CFO Pursuant To 18 U.S.C. Section 1350 Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certificate of Ethics for the Chief Executive Officer and the Chief Financial Officer

APPENDIX

(A)

Audited Consolidated Financial Statements

(B)

Management Discussion and Analysis dated August 30, 2010.

(C)

Audit Committee Charter

(D)

Code of Ethics

(E)

Reporting Package Change of Auditor

(F)

Corporate Governance Policy

(G)

Articles of Incorporation

SIGNATURES

The Company 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.

Date:

September 14, 2010.

CANALASKA URANIUM LTD.

“Peter Dasler”

President & CEO

“Ram Ramachandran”

Chief Financial Officer

CERTIFICATIONS

I, Peter Dasler, certify that:

I have reviewed this annual report on Form 20F of CanAlaska Uranium Ltd.;

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this annual report;

The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures for the company (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

The company’s other certifying officer(s) and I have disclosed, based on our more recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: September 14, 2010.

CANALASKA URANIUM LTD.

“Peter Dasler”

Peter Dasler

Chief Executive Officer

CERTIFICATIONS

I, Ram Ramachandran, certify that:

I have reviewed this annual report on Form 20F of CanAlaska Uranium Ltd.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date:

September 14, 2010.

CANALASKA URANIUM LTD.

“Ram Ramachandran”

Ram Ramachandran

Chief Financial Officer

CERTIFICATION PURSUANT TO

SECTION 1350 OF CHAPTER 63 OF TITLE 18,

OF THE UNITED STATES CODE (18U.S.C.1350)

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CanAlaska Uranium Ltd. (the “Company”) on Form 20F for the year ended April 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Dasler, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

the Report fully complies with the requirements of section 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result of the operations of the Company.

Date:

September 14, 2010.

“Peter Dasler”

Chief Executive Officer

CERTIFICATION PURSUANT TO

SECTION 1350 OF CHAPTER 13 OF TITLE 18

OF THE UNITED STATES CODE (18U.S.C.1350)

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CanAlaska Uranium Ltd. (the “Company”) on Form 20F for the year ended April 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ram Ramachandran, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

the Report fully complies with the requirements of section 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result of the operations of the Company.

Date:

September 14, 2010.

“Ram Ramachandran”

Chief Financial Officer

CERTIFICATE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER

AND THE CHIEF FINANCIAL OFFICER

In my role as Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) of CanAlaska Uranium Ltd. (the “Company”), I have adhered to and advocated to the best of my knowledge and ability the following principles and responsibilities governing professional conduct and ethics:

Act with honesty and integrity, handling in an ethical manner any actual or apparent conflicts of interest between personal and professional relationships. A “conflict of interest” exists when an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company.

Provide constituents with information that is accurate, complete, objective, relevant, timely and understandable. If I am the CEO or CFO, I shall review the Company’s annual reports before certifying and filing them with the SEC.

Comply with all applicable laws, rules and regulations of federal, provincial, territorial, state and local governments, and other appropriate private and public regulatory agencies.

Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.

Respect the confidentiality of information acquired in the course of business except when authorized or otherwise legally obligated to disclose the information. I acknowledge that confidential information acquired in the course of business is not to be used for personal advantage.

Promote ethical behavior among employees at the Company and as a responsible partner with industry peers and associates.

Maintain control over and responsibly manage all assets and resources employed or entrusted to me by the Company.

Report illegal or unethical conduct by any director, officer or employee that has occurred, is occurring or may occur, including any potential violations of the Company’s Code of Ethics (the “Code”). Such report shall be made to the Audit Committee of the Board of Directors and shall include conduct of a financial or non-financial nature.

Comply with the Code. I understand that if I violate any part of the Code, I will be subject to disciplinary action.

I understand that the Code is subject to all applicable laws, rules and regulations.

I understand that there shall be no waiver of, modification of, or change to any part of the Code except by a vote of the Board of Directors or a designated Board committee. In the event that a waiver of, modification of, or a change to the Code is granted, then the notice of the waiver, modification and/or change shall be posted on the Company’s website within five business days of the Board of Directors’ or designated Board committee’s vote or shall be disclosed otherwise as required by applicable law or Stock Exchange or SEC rules. Notices posted on the Company website shall remain there for a period of 12 months and shall be retained in the Company’s files as required by law.

Date: September 14, 2010.

“ Peter Dasler”

Peter Dasler, Chief Executive Officer

“Ram Ramachandran”

Ram Ramachandran, Chief Financial Officer

TABLE OF CONTENTS

Part I Item 4. Information on The Company Item 5. Operating and Financial Review and Prospects Item 6. Directors, Senior Management and Employees Part II Part III

Exhibits

Audited Consolidated Financial Statements Management Discussion and Analysis dated August 30, 2010.Audit Committee Charter Code of Ethics Reporting Package Change of Auditor Corporate Governance Policy Articles of Incorporation

CVVUF 20-F Report ended April 30, 2010

Exhibits