Forward-Looking Statements

The information in this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of metals, commodities and precious metals, availability of funds, government regulations, common share prices, operating costs, capital costs, outcomes of ore reserve exploration and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports we file with the Securities and Exchange Commission ("SEC"). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between our actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

General

We are an exploration stage company engaged in the acquisition, exploration and, if warranted, development of uranium properties. We own interests in properties in Wyoming and Texas, USA; and Saskatchewan, Canada. We are principally focused on the exploration of our projects in the Powder River Basin area of Wyoming. In 2008 our Saskatchewan joint venture was terminated and our Mongolian interests were sold. We have joint ventured our uranium projects in the Great Divide Basin area of Wyoming and our 81% owned properties in the Powder River Basin area of Wyoming. We anticipate that our joint venture partner will conduct exploration of our Wyoming Great Divide Basin properties. We plan to maintain, explore and, if warranted, develop our projects in the Powder River Basin area of Wyoming.

We hold interests in the following mineral properties:

Name of Property         Property Composition             Location
100%-Owned Projects in   State Mineral Leases, Federal    Powder River Basin,
the Powder River Basin,  Mining Claims and Private (Fee)  Wyoming, USA
Wyoming                  Mineral
Arkose Mining Venture in State Mineral Leases, Federal    Powder River Basin,
the Powder River Basin,  Mining Claims and Private (Fee)  Wyoming, USA
Wyoming                  Mineral (joint venture agreement
                         in place)
Cyclone Rim and Eagle    State Mineral Leases, and        Great Divide Basin,
Projects in the Red      Federal Mining Claims (option    Wyoming, USA
Desert area of Wyoming   and joint venture agreement in
                         place)
Cochrane River           Seven Mining Claims              Saskatchewan, Canada
Texas Project            Private (Fee) Mineral Leases     Texas

Our plan of operations is to carry out exploration of our Wyoming Powder River Basin properties while our joint venture partner will be responsible for carrying out exploration of our Wyoming Great Divide Basin properties. Our Saskatchewan properties are under strategic review. The information regarding the location and access for our Saskatchewan and Wyoming properties, together with the history of operations, present condition and geology of each of our properties, is presented in Item 2 of our Annual Report on Form 10-K for the year ended December 31, 2007 under the heading "Description of Properties", previously filed with the SEC on March 17, 2008.

Powder River Basin Wyoming

In January 2008, we acquired an undivided 81% interest in approximately 82,200 acres of federal mining claims, state mineral leases and fee surface and mineral leases in the Powder River Basin (the "Arkose Mining Venture" or "Arkose Property"). The vendors will participate pro rata with future costs and we will manage the exploration and development of these properties within the Arkose Mining Venture.

In February 2008 we received an independent National Instrument 43-101 technical report for the Arkose Property (the "NI 43-101 Technical Report") on the Arkose properties. The NI 43-101 Technical Report presents an estimate of the potential uranium exploration target on the Arkose Property pursuant to NI 43-101, Section 2.3(2), which states that, subject to the provisions thereof, an

From March 6, 2008 to June 30, 2008, the Company, as operator of the Arkose Property, drilled a total of 266 uranium trend exploration and delineation holes utilizing up to five drill rigs and two electric log probing units. This drilling, a total of approximately 186,925 feet with an average depth of 703 feet per hole, was conducted on four previously identified exploration targets in areas the Company has identified as East Buck, South Collins Draw, Sand Rock, and Little Butte. This initial phase of the 2008 Arkose drilling program was designed, based in part on available historical data, with a primary objective of identifying and delineating potentially significant trends of uranium roll front mineralization on the property, and to provide further data on these potential future development sites for purposes of reporting, and possible permitting and mining operations in favorably identified areas. To June 30, 2008, approximately 7.5 miles of uranium roll front trends were investigated, with approximately 2.5 miles of these trends showing potentially favorable uranium mineralization. Drilling and geological assessments continue.

From July 1, 2008 through to September 30, 2008 we drilled 405 uranium delineation holes utilizing five drill rigs and two electric log probing units. A total of 141 holes were drilled on Company properties at East-North Butte, Willow Creek, Hank, North rolling Pin and Doughstick. Our drilling on the Arkose Mining Venture properties totaled 264 holes, including two core holes in the Little Butte and South Doughstick target areas. The combined effort for all properties during this period amounted to approximately 281,000 feet of drilling with an average depth of 694 feet per hole. Approximately 7.0 miles of uranium roll front trends were investigated confirming approximately 3.0 miles of historic trends or showed new potentially favorable uranium mineralization.

The purpose of our 2008 exploration program is to find previously unknown or little known uranium mineralization trends and to delineate known trends thus providing data for permitting and eventual production in favorably identified areas.

Mine planning for two Powder River Basin properties, Hank and Nichols Ranch, is continuing. Because of the long lead times for environmental permitting of mining operations in North America, in 2007 we filed applications to the State of Wyoming and the US Nuclear Regulatory Commission (NRC) for permits to conduct ISR mining of uranium for the Nichols Ranch and Hank properties, located in the Pumpkin Buttes Mining District of the Powder River Basin in Johnson and Campbell counties of Wyoming. In April 2008 the NRC deemed our application acceptable to advance to the detailed technical and environmental stage of review. In August 2008, we received and filed an independent technical report providing a Preliminary Assessment of our Nichols Ranch Uranium In-Situ Recovery Project in the Powder River Basin, Wyoming, USA. The report concludes that "the project is technically and financially feasible. The results indicate that the Project is at the stage to advance it into engineering design and development". This study supports our development and licensing strategy for our Nichols Ranch and Hank properties.

In August 2008 the Wyoming Department of Environmental Quality deemed our application to build and operate an in-situ recovery mine "complete" and ready to move to the next stage of review. The next stage includes a detailed technical and environmental review of the application and public discussion. Concurrently, the NRC review of our application for a Source Material License is proceeding in a normal manner. Approval of the permit applications is expected to allow us to proceed with commercial advancement of the two properties leading to production of yellowcake using the ISR method of uranium mining. It is currently contemplated that the main production facility would be located at the Nichols Ranch property, and the Hank property would have a satellite facility providing uranium-loaded resin or enriched eluate to the main facility. These plans will be integrated with the Arkose Mining Venture properties as we go forward.

Great Divide Basin, Wyoming, USA

Our Joint Venture partner is continuing to study results from exploring these properties.

Saskatchewan, Canada

In April 2008, our Cochrane River Saskatchewan Joint Venture was terminated with the optionee forfeiting its right to earn an interest in the project. The properties are currently in good standing with two (2) claims due to expire on January 30, 2010 and the remaining five (5) claims expiring on January 30, 2011. We will continue to evaluate options for these properties, which include possible arrangements with other joint venture partners, further exploration by ourselves, or disposition.

In March 2008, we reviewed our Joint Venture in Mongolia and amended our Agreement to remove our back-in provision and give the Optionee the right to acquire an undivided 60% interest in the projects on completion of their exploration expenditure program. This arrangement provides clarity of ownership as strategic options are considered.

In June 2008, our Joint Venture Partner earned and exercised its right to acquire 60% of our Mongolian mineral interests, consisting of four licenses.

In August 2008, we sold all our remaining mineral interests in Mongolia.

Texas

We have deferred our plan to conduct a modest exploration program on these properties until 2009.

Financial Position

The Company's overall financial position is disclosed in the Company's 2007 Annual Report on Form 10-K filed with the SEC on March 17, 2008 and the unaudited Financial Statements at September 30, 2008 as provided herein under the section heading "Financial Statements" above.

Liquidity and Capital Resources

We are carrying out an exploration, environmental and mine design program amounting to approximately $11,500,000 in 2008 as presented in Item 2 of our Annual Report on Form 10-K for the year ended December 31, 2007 under the heading "Description of Properties", previously filed with the SEC on March 17, 2008. Mineral property acquisitions will be additional expenditures and dependent upon opportunities that may arise. During the nine months ended September 30, 2008, mineral property expenditures, including acquisition expenditures of $26,076,523 were incurred for cash of $6,986,523 and shares with a fair value of $19,090,000.

At September 30, 2008, we had cash of $755,567 and working capital of $23,119,880, as compared to the ending cash balance of $11,343,737 and working capital of $11,114,149 as at December 31, 2007. Our working capital at September 30, 2008 includes $22,264,680 of short term marketable securities which are equivalent to cash for operational purposes.

Net cash used in operating activities was $9,097,266 for the nine months ended September 30, 2008, compared to $7,720,273 for the corresponding period in 2007. The increase in net cash used in operations of $1,376,993 results primarily from an increase in mineral property cash expenditures of $1,290,277, due to increased exploration activities on the Powder River Basin properties in 2008 as we move towards developing a mine plan for these properties and towards obtaining permitting, an increase of general and administrative cash expenses of $413,110, a decrease in interest earned of $222,007 plus changes in operating assets and liabilities.

Net cash used in investing activities was $24,301,124 for the nine months ended September 30, 2008, compared to $163,766 for the corresponding period in 2007. Cash invested in securities with a term exceeding three months represented $22,264,680 in this period, $2,433,552 was advanced to the Arkose Mining Venture and cash proceeds from the sale of Rolling Hills amounted to $905,092.

Net cash provided by financing activities amounted to $22,810,701 for the nine months ended September 30, 2008, primarily from a private placement of common shares, compared to $8,558,246 for the corresponding period in 2007 when warrants were exercised from previous private placements.

During the twelve-month period following the date of this quarterly report, we anticipate that we will not generate any revenue. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock and the exercise of share purchase warrants. Our exploration plans will be continually evaluated and modified as exploration and environmental results become available. General and Administrative expenses, planning and environmental expenses are incurred throughout the year; most of our exploration expenditures are incurred during the nine-month period of March through November. Modifications to our plans will be based on many factors including results of exploration, assessment of data, weather conditions, exploration costs, the price of uranium and available capital. Further, the extent of exploration programs that we undertake will be dependent upon the amount of financing available to us. We have sufficient cash to continue our exploration and planning and to meet on-going operating expenses for the next twelve months, and beyond as we scale our operations to the resources we have available..

To date, our primary source of funds has been equity investments, and this trend is expected to continue together with production related financing when our mine development permitting is complete. Recently, the poor conditions in the U.S. housing market and

Our current short term investments have not been effected by the current stock market disruptions as these investments are primarily in bearer deposit notes issued and guaranteed by Canadian Chartered banks. At the end of the investment period of these securities, we plan on reinvesting the securities in similar short term instruments. Management and the board of directors periodically meet to review the status of these investments and determine investment strategies, taking into account current market conditions and the short and long term capital needs of the Company.

Results of Operations

Three-month period ended September 30, 2008 compared to three-month period ended September 30, 2007

Revenue and Operating Expenses

We have not earned any revenues to date and we anticipate that we will not generate any revenues during the twelve-month period following the date of this quarterly report.

We incurred total operating expenses of approximately $2,722,064 for the three-month period ended September 30, 2008, as compared to $2,341,279 for the corresponding period in 2007. The increase of operating expenses in the amount of $380,785 (or 16%) was primarily contributed by a $320,348 decrease in general and administrative expenses and an increase in joint venture and mineral property expenditures of approximately $693,625.

We had no significant financing expense for the three-month periods ended September 30, 2008 and 2007. We earned $133,054 of interest income for the three-month period ended September 30, 2008 as compared to $187,922 for the corresponding period in 2007. This income resulted from short term investments. A gain on sale of approximately $226,152 for our remaining 40% of former subsidiary, Rolling Hills LLP, was realized during the period.

Net loss for the three-month period ended September 30, 2008 was approximately $2,362,858, as compared to approximately $2,153,357 for the corresponding period in 2007, an increase of $209,501.

Nine-month period ended September 30, 2008 compared to nine-month period ended September 30, 2007

We have not earned any revenues to date and we anticipate that we will not generate any revenues during the twelve-month period following the date of this quarterly report.

We incurred total operating expenses of approximately $33,453,698 for the nine-month period ended September 30, 2008, as compared to $12,796,059 for the corresponding period in 2007. The increase of operating expenses in the amount of $20,657,639 (or 161%) was primarily contributed by a $22,353,476 increase in joint venture and mineral property expenditures and a $1,738,259 decrease in general and administrative expenses. Our $24,617,796 acquisition of NAMMCO properties is included in the mineral property expenditures for nine -month period ended September 30, 2008.

We had no significant financing expense for the nine-month periods ended September 30, 2008 and 2007. We earned $340,169 of interest income for the nine -month period ended September 30, 2008 as compared to $562,176 for the corresponding period in 2007. This income resulted from short term investments. A gain on sale of approximately $979,709 for our former subsidiary, Rolling Hills LLP, was realized during the period.

Net loss for the nine-month period ended September 30, 2008 was approximately $32,133,820, as compared to approximately $12,233,883 for the corresponding period in 2007, an increase of $19,899,937. The net loss was abnormally affected by the acquisition of properties in the period and results of operations can be more expected to reflect historical growth for the remainder of 2008, unless other significant acquisitions are identified and concluded.

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders except as disclosed in the unaudited Financial Statements at September 30, 2008. The Company has had no material changes to its off-balance sheet arrangements as disclosed in the Company's 2007 Annual Report on Form 10-K filed on Edgar on March 17, 2008 and the Financial Statements at September 30, 2008 provided herein.

Critical Accounting Policies

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements.

Mineral Property Costs

The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with EITF 04-2 "Whether Mineral Rights Are Tangible or Intangible Assets" when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. In the event that a mineral property is acquired through the issuance of the Company's shares, the mineral property will be recorded at the fair value of the respective property or the fair value of common shares, whichever is more readily determinable.

When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre feasibility, the costs incurred to develop such property are capitalized.

During the nine months ended September 30, 2008, mineral property expenditures totaling $28,049,722 (2007 - $5,696,246) were expensed.

Stock-based Compensation

The Company records stock based compensation in accordance with SFAS 123(R), "Share-Based Payments," which requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards, made to employees and directors, including stock options. SFAS 123(R) requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company's stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company's expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the vesting period.

No tax benefits were attributed to stock-based compensation expense because a full valuation allowance was maintained for all net deferred tax assets.

The Company has had no material changes to its contractual obligations as disclosed in the Company's 2007 Annual Report on Form 10-K filed with the SEC on March 17, 2008 and the Financial Statements at September 30, 2008 as provided herein under the section heading "Financial Statements" above.