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2008 Annual Report

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2008 Annual Report

 

Basement-Hosted Uranium Exploration The first uranium resource in the promising uranium district of the Kurupung Batholith, Guyana, South America U3O8 Corp. has defined five uranium-bearing structures so far in the Kurupung Batholith with the potential for economic mineralization. Aricheng North and Aricheng South were the first two basement-hosted structures to advance to resource definition, which remains open for expansion. Three other zones at Aricheng West, Accori North C and Accori South have the potential to add to the resource base upon further drilling. Additional targets remain untested and further areas of interest are being evaluated in order to establish the potential size of the Kurupung system.    

Uranium Radiometric Map Shows Location of Target Areas in the Kurupung Batholith

Target identified and drilled by U3O8 Corp.

 

Resource drilling by U3O8 Corp.

Areva targets drilled by U3O8 Corp.

Targets identified by Areva

New target identified by U3O8 Corp. Eping

Aricheng North

Aricheng West

Aricheng South Aricheng Alpha

Anarabisi

Anarabisi North

Anarabisi South

Illiwa

Aroka

Accori North A

Accori North C

Accori North B

Accori South

Rock Point

Meamu

1. Aricheng North 2. Aricheng South

          

INITIAL RESOURCE DEFINED IN JANUARY 2009(1)

1. Aricheng West 2. Accori North C 3. Accori South

               

TARGETS IDENTIFIED FOR RESOURCE DEFINITION DRILLING(1)

(1) The long sections of uranium grade and thickness of the Aricheng North, Aricheng South, Aricheng West, Accori North C and Accori South structures show the distribution of mineralization within these structures.

- 1 - U3O8 Corp. 2008 Annual Report  

Dear Shareholders: While uncertainty abounds in the overall markets, we are seeing signs that may be indicative of a bottom in the uranium sector marked by the accumulation of uranium assets by Asian governments and utilities. In the past ten months, Japan, Korea and China have spent $1.3 billion to secure over 250 million pounds(1) of future uranium production in order to ensure supply for their growing clean energy sector. Nuclear stands alone as a zero-emission energy source that has the proven technology and large-scale capacity to meet rising energy demand. Nuclear also takes responsibility for all of its waste products and the cost of disposal of spent fuel is included in the upfront cost. Despite volatile market conditions in 2008, U3O8 Corp. followed through on its stated objectives and strategy aimed at exploring for near-term uranium resources in basement-hosted systems in the Kurupung Batholith in Guyana as well as for the longer-term prospect of the Roraima Basin hosting unconformity-related uranium deposits. As a result, we delineated our first uranium resource in the Kurupung area. Since uranium mineralization is open along strike and at depth, this is considered to be an interim resource estimate that can be increased efficiently through further drilling. We have also identified extensive alteration in the Roraima Basin for the first time and the nature of the alteration is characteristic of unconformity-related uranium deposits in the Athabasca Basin. Basement-Hosted Uranium Exploration In 2008, U3O8 Corp. completed a 34,861 metre drill program that defined five uranium-bearing structures in the Kurupung Batholith, which is emerging as a promising new uranium district in South America. Aricheng South and Aricheng North were the first two structures to advance to resource definition, which yielded an Indicated Resource of 5.8 million pounds and an additional Inferred Resource of 1.3 million pounds(2). Drill results show the cohesive nature of the mineralization in these two structures where the uranium is concentrated in higher-grade shoots of similar size and grade to those encountered in Canada’s Michelin deposit and Australia’s Valhalla deposit(3). Having demonstrated the nature and distribution of mineralization, our emphasis shifted to establishing the potential size of the system in the Kurupung. Geological characteristics of the Kurupung mineralization are typical of a class termed “albitite-hosted” uranium deposits that can be large systems, for example(3): the Michelin deposit (48 million pounds) in Labrador, Canada; the Valhalla and Skal deposits (73 million pounds combined) in Queensland, Australia; the Lagoa Real deposit (220 million pounds) in Brazil; and the Ukrainian deposits, Vatutinskoye (66 million pounds), Michurinskoye (76 million pounds) and Severinskoye (130 million pounds). Uranium within each of these deposits is located in a linked network of faults, similar to the structural system in the Kurupung Batholith, which aggregate to these sizeable resources. We are now poised to increase the initial resource estimate in the Kurupung area since significant mineralization has been intersected in drilling in three other structures at Aricheng West, Accori North C and Accori South. Another three structures are currently awaiting scout drilling including Anarabisi, which was previously drilled by Areva, and Aricheng Alfa and Aricheng Beta — new targets that were identified by U3O8 Corp.

- 2 - U3O8 Corp. 2008 Annual Report  

Additional targets are being selected through the analysis of existing magnetic, radiometric and very low frequency electromagnetic (VLF-EM) data from U3O8 Corp’s 2006 airborne geophysical survey together with relatively inexpensive field surveys as well as with historical drill data. Once the new targets have been investigated in the field, the approach will be to drill three to five bore holes in each to establish which targets contain significant uranium mineralization. Relatively close-spaced drilling for resource estimation will be undertaken when we know roughly how many mineralized structures constitute the Kurupung uranium district. The potential size of the district is likely to become apparent at that time. Unconformity-Type Uranium Exploration The second component of U3O8 Corp’s exploration drive is for unconformity-related uranium deposits in the Roraima Basin, based on its similarity with the Athabasca Basin, which contains about one third of the world’s current uranium resources. Our exploration approach is guided by the observation that the majority of unconformity-related deposits in the Athabasca have a common set of characteristics as follows: • located in or near faults; • the faults typically contain graphite; • located where more permeable sedimentary layers within the basin lie against ridges in the basin

floor; • all have clay mineral alteration haloes; and • areas surrounding the deposits have elevated levels of metals and other chemical elements.

Based on the Athabasca exploration model, none of these characteristics represents a unique guide to unconformity-related uranium mineralization on its own. For example, although all unconformity-related deposits have alteration haloes, many alteration haloes do not contain deposits. Generally, the more features exhibited in a target, the higher it is ranked for exploration. Our priority in exploring the Roraima Basin has been to identify, refine and rank unconformity-related uranium targets based on the above criteria in order to focus our efforts and expenditures on the most promising areas. While reportable results during this target ranking process are minimal, this early stage groundwork is fundamental to the potential success of making a discovery. We have made meaningful progress in this first phase as follows: • We have defined initial target areas near the floor of the Roraima Basin adjacent to fault zones that

cut potentially graphite-bearing strata in the underlying basement. An airborne radiometric and magnetic survey contracted by U3O8 Corp. in late 2008 is helping to refine some of these target areas.

• While scout drilling was originally planned at the end of 2008, access to core that was archived by the Guyana Geology and Mines Commission (“GGMC”) provided a cost-efficient and expeditious opportunity to prove that large alteration systems exist in the Roraima Basin. This constitutes the first crucial step in confirming the prospectivity of the basin for unconformity-style uranium. Through the analysis of the archived core, we have confirmed, for the first time, that extensive alteration that is typically associated with Athabasca-type deposits, occurs in the Roraima Basin.

• Study of the archived core, coupled with data from the field, has enabled us to locate ridges in the

floor of the Roraima Basin. This is an important targeting tool since most unconformity-related uranium deposits lie on the flanks of ridges that existed at the time of the basin’s formation.

- 3 - U3O8 Corp. 2008 Annual Report  

• The archived core also provides information on permeability of the strata so that we can establish which layers of sedimentary rock carried the greatest volumes of fluid during the development of the basin – and helps to further narrow the target area.

It is encouraging that archived core from bore holes drilled within a few kilometres of targets that were selected on the basis of the above criteria contain alteration that is similar to that found in the Athabasca Basin. This suggests that our exploration approach is sound, and confirms that we are making measurable progress in the exploration of the Roraima Basin. Once we have completed evaluation of potential targets, scout drilling of the most promising areas will commence in due course. In September 2008, the GGMC extended U3O8 Corp’s two Reconnaissance Permits for one year allowing us to explore the 1.3 million hectare land package more comprehensively. In line with the second step of the regulatory process, we continue to apply for Prospecting Licenses over specific areas of interest within our reconnaissance ground. To date, we have received five Prospecting Licenses for specific target areas in the Kurupung Batholith, and applications have been made for a further five Prospecting Licenses in the Reconnaissance Permit B area to cover targets for unconformity-related uranium. With a solid balance sheet, U3O8 Corp. has been actively evaluating merger and acquisition opportunities in stable and mining-friendly jurisdictions in order to expand our portfolio. Our approach has been to focus principally on opportunities that can grow our resource base at a reasonable cost per pound of uranium. We are looking at advanced projects that could be brought to production in a relatively short timeframe to take advantage of the uranium supply deficit that is forecast to prevail from 2012. On a sad note, an aircraft that was contracted to undertake a geophysical survey for U3O8 Corp. in Guyana was reported missing with three crew members on board in early November, 2008. Our hearts go out to the families of these men, and sincere thanks are due to all who tirelessly continue the search efforts. 2009 Objectives Looking forward in 2009, U3O8 Corp. continues to conserve cash given the ongoing uncertainty in the global markets. Having said that, exploration will continue in order to judiciously advance key projects, and we will strive to achieve the following objectives during the year: • Establish the potential size of the basement-hosted uranium mineralization in the Kurupung area

through focused field exploration and limited scout drilling; • Complete the analysis of unconformity-related uranium targets in the Roraima Basin and

commence initial scout drilling, subject to market conditions; • Complete the conversion of prospective parts of Reconnaissance Permit Areas A and B to

Prospecting Licenses before expiry of the permits in November 2009 and May 2010 respectively; and

• Continue to evaluate value-driven merger and acquisition opportunities that are accretive to U3O8 Corp.

U3O8 Corp. has made important strides in its exploration programs in 2008. The progress that has been made is thanks to our motivated teams in Guyana under the direction of experienced management and a dedicated board of directors that has a track record of making discoveries.

- 4 - U3O8 Corp. 2008 Annual Report  

We believe our two-pronged exploration approach has positioned U3O8 Corp. to benefit from the accelerating shift towards clean nuclear energy and a forecast deficit in uranium supply. In addition, with its solid cash position, U3O8 Corp. is well placed to participate in consolidation that is likely to unlock value within the uranium sector. We look forward to building on the results that we have accomplished to date, which we believe will ultimately be reflected in enhanced value for shareholders. Richard Spencer President & CEO May 22, 2009 (1) Macquarie Research (2) NI 43-101 report titled “A Technical Review of the Aricheng North and Aricheng South Uranium Deposits in Western Guyana for U3O8

Corp. and Prometheus Resources (Guyana) Inc. dated January 14, 2009. (3) The uranium deposits (Michelin, Valhalla, Skal, Lagoa Real, Vatutinskoye, Michurinskoye and Severinskoye) referred to in this annual report

have not been independently verified by U3O8 Corp. and information regarding these deposits have been drawn from publicly available information. There is no certainty that further exploration of U3O8 Corp’s uranium resource or other targets will result in the delineation of a similar size mineral resource.

- 5 - U3O8 Corp. 2008 Annual Report  

MANAGEMENT’S DISCUSSION AND ANALYSIS U3O8 CORP.

(A DEVELOPMENT STAGE COMPANY)

YEAR ENDED DECEMBER 31, 2008 Introduction The following management’s discussion and analysis (“MD&A”) of the financial condition and results of the operations of U3O8 Corp. (the “Corporation”) constitutes management’s review of the factors that affected the Corporation’s financial and operating performance for the year ended December 31, 2008. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual consolidated financial statements of the Corporation for the years ended December 31, 2008 and 2007, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The audited annual consolidated financial statements of the Corporation have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results presented for the years ended December 31, 2008, and December 31, 2007, are not necessarily indicative of the results that may be expected for any future period. Information contained herein is presented as at April 20, 2009, unless otherwise indicated. Further information about the Corporation and its operations can be obtained from the offices of the Corporation or from www.sedar.com. Caution Regarding Forward-Looking Statements Except for statements of historical fact relating to the Corporation, certain information contained in this MD&A constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Corporation’s properties; the future price of uranium; success of exploration activities; cost and timing of future exploration and development; requirements for additional capital and other statements relating to the financial and business prospects of the Corporation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, ”would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: unexpected events and delays during permitting; the possibility that future exploration results will not be consistent with the Corporation’s expectations; timing and availability of external financing on acceptable terms and in light of the current decline in global liquidity and credit availability; future prices of uranium; currency exchange rates; government regulation of mining operations; failure of equipment or processes to operate as anticipated; risks inherent in uranium exploration and development including environmental hazards, industrial accidents, unusual or unexpected geological formations; and uncertain political and economic environments. Although management of the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as

- 6 - U3O8 Corp. 2008 Annual Report  

anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws. About U308 Corp. U3O8 Corp. is a Canadian mineral exploration company based in Toronto, Canada. Currently focused on uranium exploration in, and adjacent to, the Roraima Basin area of Guyana, South America, the Corporation’s primary objective is to explore, develop and acquire uranium projects in the Americas. To date, the Corporation has not earned any revenues from uranium exploration and is considered to be in the development stage as defined by the Canadian Institute of Chartered Accountants (the “CICA”) Accounting Guideline 11. U3O8 Corp. has exclusive uranium exploration rights in an area covering approximately 1.3 million hectares that straddles the northeastern and southeastern edges of the Roraima Basin in Guyana. The Corporation aims to deliver returns to shareholders by advancing a two-pronged exploration strategy that focuses on: • Basement-Hosted Uranium - Exploration in the basement adjacent to the Roraima Basin either for

a structural system that contains multiple uranium-bearing breccias that could potentially aggregate to a significant total resource or for a style of mineralization in which uranium is concentrated in a large, coherent body; and

• Unconformity-Related Uranium - Exploration for unconformity-related uranium deposits associated with the Roraima Basin, which is geologically similar to the Athabasca Basin in Saskatchewan that hosts approximately one third of the world’s known uranium resources.

Through its subsidiary, Prometheus Resources (Guyana) Inc. (“Prometheus Guyana”), U3O8 Corp’s uranium exploration is focused on the area comprising two reconnaissance permits (the “Reconnaissance Permits”) consisting collectively of the permits known as Permit A and Permit B. Permit A provides Prometheus Guyana with permission to carry out geological, geophysical and other surveys related to uranium exploration within an area of approximately 579,417 hectares located in the Cuyuni/Mazaruni and Potaro Mining Districts of Guyana until November 23, 2009. Similarly, Permit B provides permission for Prometheus Guyana to explore an area of approximately 746,309 hectares located in the Potaro, Cuyuni/Mazaruni and Rupununi Mining Districts of Guyana until May 31, 2010. U3O8 Corp. has advanced to the second step in the regulatory process and is applying for Prospecting Licenses over priority target areas within the areas underlying the Reconnaissance Permits. See “Reconnaissance Permits” below. Overall Performance Throughout most of 2008, and continuing into 2009, the global financial and commodity markets were characterized by extreme volatility and falling prices as market participants reacted and responded to growing uncertainty and pessimism over the depressed North American and international economies. These circumstances have had a significant impact on the Corporation’s operations in Guyana. As a result of the limited availability of additional outside funding, at least in the short term, the Corporation has reduced its discretionary exploration activities in Guyana in order to conserve cash. The Corporation expects to continue exploration on its Reconnaissance Permits and Prospecting Licenses at a reduced rate, with minimal further drilling until market conditions improve. The Corporation is now focusing on lower cost field-based and intensive reconnaissance exploration on its Reconnaissance Permits and Prospecting Licenses.

- 7 - U3O8 Corp. 2008 Annual Report  

The Corporation has sufficient cash on hand to fund its committed and discretionary exploration and operating activities planned for fiscal 2009 at current operating levels. See “Liquidity and Capital Resources” below. For the year ended December 31, 2008, the Company expensed Guyana exploration expenditures valued at $9,675,939 compared to $4,749,779 for the year ended December 31, 2007 (cumulative to December 31, 2008 - $15,924,093). At December 31, 2008, the Company had working capital of $11,163,247 compared to $22,030,379 at December 31, 2007. The Company had cash and cash equivalents and guaranteed investment certificates of $11,401,241 at December 31, 2008, compared to $22,515,045 at December 31, 2007, a decrease of approximately 49%. The decrease in cash and cash equivalents and guaranteed investment certificates during the year ended December 31, 2008, is primarily due to expenditures for the Corporation’s exploration activities in Guyana, as discussed above, and operating costs. The decrease was offset by interest income of $496,456 in fiscal 2008. Highlights to date • U3O8 Corp’s drilling to date has defined three uranium-bearing structures in the Aricheng sector of

the Kurupung Batholith in the basement near the Roraima Basin. Two of these structures, Aricheng South and Aricheng North, are the first of the Corporation’s basement-hosted targets to advance to resource estimation in line with the Corporation’s objective of defining an aggregate resource of significant size from discrete mineralized structures in the Kurupung Batholith.

o NI 43-101 Resource: While mineralization is still open along strike and down dip, the resource

estimate on the Aricheng South and Aricheng North structures, at a cut-off grade of 0.05% U3O8, yielded an Indicated Resource of 5.8 million pounds at an average grade of 0.10% (2.0 lbs/st) U3O8 and an additional Inferred Resource of 1.3 million pounds at an average grade of 0.09% (1.9 lbs/st) U3O8 (Table 1).

o At Aricheng South, Phase I, scout drilling and Phase II drill programs were completed in 2007

for 2,827 metres in 21 bore holes, and in 2008, Phase III drilling at Aricheng South consisted of 15,346 metres in 81 bore holes (Table 2). Summary assay results for 93 of these holes have been released, and detailed assay data and geological information from these bore holes formed the basis of the above noted resource estimate undertaken by Watts Griffis and McQuat Limited. The resource estimate was published in a news release dated January 22, 2009. The supporting National Instrument 43-101 (“NI 43-101”) technical report was filed on SEDAR on March 6, 2009.

o At Aricheng North, Phase I and II drilling was completed in 2007 with 4,022 metres drilled in 27 bore holes. In 2008, Phase III drilling at Aricheng North was undertaken and consisted of 65 holes for 11,346 metres. A total of 92 bore holes for 15,368 metres have been drilled in U3O8 Corp’s Phase I, II and III drill programs at Aricheng North (Table 2). Summary assay results for all of the drill holes at Aricheng North have been released. A database of the geology, alteration and detailed assays was used in the above-noted estimation of a resource at Aricheng North by an external consulting company. The resource estimate was released on January 22, 2009. The supporting NI 43-101 technical report was filed on SEDAR on March 6, 2009.

o At Aricheng West, three Phase I bore holes were completed for 456 metres in 2007. In 2008,

a further thirteen Phase II drill holes were completed for 1,965 metres. A total of 16 bore holes have been drilled at Aricheng West for a total of 2,421 metres (Table 2). Summary assay results of these holes have been disclosed in a press release.

- 8 - U3O8 Corp. 2008 Annual Report  

Table 1: NI 43-101 Resource A summary of the resource estimate for both the Aricheng South and Aricheng North structures based on sensitivity to cut-off grade is set forth below.

TonnesGrade U3O8%

Grade U3O8

(lbs/st)U3O8 lbs Tonnes

Grade U3O8%

Grade U3O8

(lbs/st)U3O8 lbs

0.03 4,531,914 0.07 1.48 7,409,912 1,219,243 0.07 1.36 1,827,054 0.04 3,466,566 0.09 1.73 6,592,477 869,501 0.08 1.63 1,558,683 0.05 2,676,523 0.10 1.97 5,814,500 645,169 0.09 1.88 1,337,827 0.06 2,070,472 0.11 2.23 5,083,813 508,233 0.10 2.09 1,172,913 0.07 1,622,876 0.12 2.48 4,444,805 390,417 0.12 2.33 1,004,623 0.08 1,283,577 0.14 2.75 3,885,147 310,171 0.13 2.55 872,493 0.09 1,035,916 0.15 3.00 3,422,093 245,692 0.14 2.78 751,749 0.10 833,589 0.16 3.26 2,998,913 193,365 0.15 3.01 642,603

Total Aricheng North and Aricheng South

Cut-off grade

U3O8%

INDICATED RESOURCE INFERRED RESOURCE

• Phase I, or scout drilling, has been completed on four structures in the Accori sector of the

Kurupung Batholith, and Phase II drilling has commenced on one structure as follows (Table 2):

o At Accori North A, seven Phase I bore holes were drilled for 910 metres in 2008. Assay results from this drilling have been released. A VLF-EM (Very Low Frequency Electromagnetic) survey is planned to determine the orientation of structures in the Accori North A area.

o At Accori North B, three Phase I bore holes were drilled for 463 metres in 2008. Assay results for these Phase I bore holes have been released. A VLF-EM survey has been completed with the objective of better defining the structure in the Accori North B area. The data is currently being processed for interpretation.

o At Accori North C, five bore holes were drilled for 935 metres in 2008. Assay results for these Phase I bore holes have been released. Subsequently in Q1 2009, a further fifteen holes for 3,289 metres were drilled in a Phase II drill program. Results from Phase II drilling are expected to be released in Q2 2009.

o At Accori South, five bore holes were drilled for 608 metres in a Phase I drill program in 2008. Assay results for the first four holes were released on July 10, 2008.

- 9 - U3O8 Corp. 2008 Annual Report  

Table 2: Drilling Summary A summary of drilling to date by U3O8 Corp. on basement-hosted uranium mineralization in the Kurupung Batholith is set forth below.

No. of Holes Metreage No. of

Holes Metreage No. of Holes Metreage

Aricheng South 5 761 16 2,067 21 2,827

Aricheng North 7 1,286 20 2,736 27 4,022

Aricheng West 3 456 3 456

51 7,305

Aricheng South 81 15,346 81 15,346

Aricheng North 65 11,346 65 11,346

Aricheng West 13 1,965 13 1,965

Accori North A 7 910 7 910

Accori North B 3 463 3 463

Accori North C 5 935 15 3,289 20 4,223

Accori South 5 608 5 608

194 34,861 245 42,166 TOTAL

2008

2007

Total Metreage

Total for 2007

Total for 2008

Target Phase I Phase II Phase III Total Bore

Holes

• Field-based exploration for unconformity-related uranium continued on initial targets in the Roraima

Basin in 2008. Furthermore, in December 2008, it was announced that the GGMC granted U3O8 Corp. permission to study the archived core from 41 bore holes (approximately 10,000 metres) previously drilled by a company that was exploring for gold on the unconformity at the base of the Roraima Basin. This archived core provides a cost-effective and expeditious way to potentially identify large alteration systems similar to those associated with unconformity-related deposits in Canada’s Athabasca Basin and Australia’s Kombolgie Basin.

• On September 2, 2008, the Corporation was formally granted a one-year extension to the term of

Permit A until November 23, 2009, and to the term of Permit B until May 31, 2010. U3O8 Corp. has advanced to the second step in the regulatory process and is applying for Prospecting Licenses over priority target areas within the areas underlying the Reconnaissance Permits. Prospecting Licenses are valid for three years with options for extension.

- 10 - U3O8 Corp. 2008 Annual Report  

• On December 13, 2007, the Corporation was granted the Prospecting License for uranium and

other radioactive and rare earth minerals in the Aricheng, Mid-Mazaruni area (the “Aricheng Prospecting License”) within the Permit A area. The required bond was posted on April 21, 2008 and the signed license was received on May 8, 2008. On December 18, 2008, four additional Prospecting Licenses were approved for other areas of the Kurupung Batholith within the Permit A area, and the signed licenses have been received, effective March 12, 2009. Applications have also been submitted for five Prospecting Licenses within the Permit B area.

• In 2008, the Corporation incurred cumulative exploration expenditures of $9,538,998 (excluding

stock-based compensation of $136,941), of which approximately $3.1 million was spent on direct drilling costs for the 34,861 metres completed during the year.

• As at December 31, 2008, the Corporation had $11,401,241 in cash and cash equivalents and

bank-backed guaranteed investment certificates held with major Canadian chartered banks.

• In Q4 2008, U3O8 Corp. reported that, in light of current capital market conditions, the Corporation has rationalized its exploration programs to conserve cash while optimizing the near term potential of key projects. The Corporation has scaled down exploration efforts to focus on priority projects and reduced monthly expenditures in response to current market conditions. With its own drill rigs, U3O8 Corp’s 2008 drill costs averaged approximately $73 per metre (all inclusive), which is significantly less than typical contract drilling. Ownership of its rigs also gives the Corporation the flexibility to quickly expand or further reduce its drill programs as necessary. The Corporation will continue to monitor the global market situation and may re-adjust its programs depending on prevailing market conditions.

See “Current Exploration Activities” below. Trends The Corporation anticipates that it will continue to experience net losses as a result of ongoing exploration in Guyana and operating costs until such time, if any, as revenue generating activity is commenced. The Corporation’s future financial performance is dependent on many external factors. Both the price of, and the market for, uranium is volatile, difficult to predict and subject to changes in domestic and international political, social and economic environments. These circumstances and events could materially affect the future financial performance of the Corporation. Other factors that may affect the Corporation’s future performance are outlined below: • The fiscal 2008 economic crisis that started in the financial sector has continued to worsen and we

are now in the midst of a global recession. The mining industry is cutting back on exploration and production. Capital investment in mining has dramatically declined with major new projects cancelled or delayed, and producing properties are subject to shutdowns and reduced production. Credit markets have become increasingly inaccessible and many mining companies that, just one year ago, had large cash resources to invest in mining operations are now struggling to finance day-to-day operations;

• The Corporation’s future performance is largely tied to the outcome of future drilling results, and the

overall financial markets related to junior exploration companies;

- 11 - U3O8 Corp. 2008 Annual Report  

• Current financial markets are likely to be volatile in Canada for the remainder of the calendar year

and potentially into 2010, reflecting ongoing concerns about the stability of the global economy and weakening global growth prospects. As well, concern about global growth has led to sustained drops in the commodity markets. Unprecedented uncertainty in the credit markets has also led to increased difficulties in borrowing or raising funds. Junior exploration companies worldwide have been hit particularly hard by these trends. As a result, the Corporation may have difficulties raising equity financing for the purposes of uranium exploration and development, particularly without excessively diluting present shareholders of the Corporation; and

• With continued market volatility and slower worldwide economic growth, the Corporation’s strategy

is to spend its funds in a prudent manner by scaling back on its exploration program to focus on priority projects until such time as the capital markets stabilize. The Corporation believes this focused strategy will enable it to meet the near-term challenges presented by the capital markets while maintaining the momentum on key initiatives. The Corporation has a strong belief in its exploration efforts in Guyana and aims to emerge from the current economic situation in a solid financial position.

See “Risk Factors” below. Current Exploration Activities U3O8 Corp. is pursuing a two-pronged exploration strategy, which is aimed at achieving both near-term exploration success through the search for uranium mineralization in the basement adjacent to the Roraima Basin, as well as longer-term potential of exploration for unconformity-related uranium deposits within the Roraima Basin. The majority of the Corporation’s exploration to date has focused on confirming and expanding the basement-hosted uranium mineralization discovered by COGEMA (now AREVA) in the early 1980s. This exploration has resulted in an initial resource estimate for this area (see Tables 1, 3 and 7). Due to the fact that mineralization is open along strike and at depth, there is potential for the resource to increase in size through cost-effective drilling. The Corporation’s exploration strategy has been to ensure that exploration for the basement-hosted deposits is well focused and on track while, in parallel, developing and implementing an appropriate program for grass roots exploration for unconformity-related uranium associated with the Roraima Basin. Focused exploration for unconformity-related uranium mineralization is well underway with results from an airborne geophysics program undertaken in Q4 2008 currently undergoing field-based follow-up. Exploration for basement-hosted uranium Interpretation of data from an airborne radiometric survey, undertaken by the Corporation over 180,000 hectares in the Permit A area in late 2006, identified 43 radiometric anomalies in the basement of the Roraima Basin. Many of the targets had been explored previously and some targets had been drilled by two companies, one (Dennison Mines Ltd.) in the late 1970s and by another (AREVA) in the early 1980s. A total of 25 radiometric targets are clustered in the 36,000-hectare Kurupung Batholith where the majority of the prior exploration had been undertaken by AREVA. U3O8 Corp’s Phase I or scout drilling program was designed with bore holes located as close as possible to identifiable drill hole collars left by the previous exploration companies. The objective of the Phase I drilling was to confirm the existence of uranium of potentially economic grade over mineable widths in the selected target area. Phase II drilling generally refers to additional exploration drilling to probe the vertical and lateral extent of mineralization encountered in Phase I.

- 12 - U3O8 Corp. 2008 Annual Report  

Phase III drilling typically represents drilling at a relatively regular, close spacing sufficient to define the extent of mineralization with a reasonable degree of confidence. Phase III drilling aims to fairly precisely define the location and grade of mineralized shoots to the extent that further infill drilling would add detail without significantly changing the overall shape and average grade of the mineralized zones. Phase III drilling thus generally forms the basis on which inferred resources are estimated. Further, closer-spaced drilling may be required to convert inferred resources to the measured and indicated category. U3O8 Corp’s exploration drilling has defined a number of uranium-bearing structures in the Kurupung Batholith, located in the basement near the Roraima Basin. The Corporation has drilled 42,166 metres in 245 bore holes to date. Uranium mineralization lies within fracture zones and breccias, and is enclosed by albite, chlorite and hematite alteration in homogeneous and extremely competent host rock. All drilling completed to date on the Aricheng North and Aricheng South structures was used in the interim resource estimate for those structures. Phase II drilling has been undertaken at Aricheng West and Accori North C, while Phase II drilling of the Accori North A, Accori North B and Accori South structures is pending. Phase I or scout drilling is required in the Meamu, Anarabisi and Aricheng Alfa targets that all lie within the Kurupung Batholith. Aricheng South NI 43-101 Resource: The assay and geological data from the Phase I-III drill programs (93 bore holes for 17,355 metres) was used by Watts Griffis and McQuat Limited to estimate a resource for the Aricheng South structure. The Aricheng South and Aricheng North structures represent the first pair of multiple basement-hosted uranium-bearing breccias to advance to resource estimation in line with U3O8 Corp’s objective of aggregating mineralization from a number of structures to reach a resource of significant size in the Kurupung Batholith. In January 2009, a NI 43-101 compliant resource estimate was released on Aricheng South (Table 1 & 3). While mineralization remains open along strike and at depth, the Aricheng South structure, at a cut-off grade of 0.05% U3O8, yielded: • an Indicated Resource of 3.7 million pounds at an average grade of 0.09% (1.78 lbs/st) U3O8; and • an Inferred Resource of 0.8 million pounds at an average grade of 0.09% (1.76 lbs/st) U3O8. Table 3: Aricheng South Resource Estimate A summary of the resource estimate for the Aricheng South structure based on sensitivity to cut-off grade is set forth below.

TonnesGrade U3O8%

Grade U3O8

(lbs/st)U3O8 lbs Tonnes

Grade U3O8%

Grade U3O8

(lbs/st)U3O8 lbs

0.03 3,297,397 0.07 1.36 4,925,355 732,722 0.07 1.34 1,085,198 0.04 2,496,215 0.08 1.57 4,310,399 540,725 0.08 1.57 937,230 0.05 1,895,004 0.09 1.78 3,718,203 421,685 0.09 1.76 820,136 0.06 1,428,162 0.10 2.00 3,155,765 336,111 0.10 1.93 716,786 0.07 1,089,924 0.11 2.22 2,672,743 253,644 0.11 2.14 599,032 0.08 836,865 0.12 2.44 2,255,112 198,925 0.12 2.32 509,061 0.09 653,459 0.13 2.65 1,912,089 153,048 0.13 2.51 422,963 0.10 502,638 0.14 2.88 1,596,432 117,053 0.13 2.69 347,714

Aricheng South(capped at 1.3% U3O8)

Cut-off grade

U3O8%

INDICATED RESOURCE INFERRED RESOURCE

- 13 - U3O8 Corp. 2008 Annual Report  

Drill Program: The Aricheng South target covers an area of approximately 150 hectares. In 2007, Phase I and II drilling was completed in the Aricheng South area, consisting of 21 bore holes for a total of 2,827 metres (Table 2). Phase II drilling concentrated on extending mineralization down dip, and to a lesser extent, along strike to the west of the mineralized zone identified in Phase I drilling. In 2008, a Phase III drilling campaign of 81 bore holes for 15,346 metres was undertaken, which focused on defining the mineralized zone in more detail as well as testing the immediate strike extension to the west and east. A summary of assay results for the most significant mineralized intervals intersected in Phase I, II and III drilling at Aricheng South is shown in Tables, 4, 5 and 6 below. Drilling to date has delineated uranium mineralization over a strike length of 320 metres and to a depth of approximately 230 metres below surface. The principal structure dips approximately 60º to the north, and the mineralized zone varies in width from 4 to 34 metres. Mineralization remains open along strike to the west and at depth. Possible Extension of Mineralized Structure: VLF-EM geophysical surveys have identified a conductive zone at Aricheng South and indicate that the structure extends for a significant distance along strike to the west and east of the zone in which drilling has been concentrated. Mineralization intersected in drilling to date is located on the northern contact of the conductive zone. Initial drilling on the VLF-EM anomaly to the west of the mineralized zone at Aricheng South intersected albite alteration without significant uranium mineralization. Further drilling is required to establish the extent to which the anomaly may be mineralized along strike. For further information on the Aricheng South target area, please refer to the technical report dated January 14, 2009, and entitled “A Technical Review of the Aricheng North and Aricheng South Uranium Deposits in Western Guyana” prepared by Watts, Griffis and McOuat, available on SEDAR at www.sedar.com. Table 4: Phase I – Aricheng South Assay Results A summary of significant assay results from Phase I drilling in the Aricheng South target is set forth below.

Hole Bearing (°)

Inclination (°)

Total Depth (m)

From (m) To (m) Interval

(m)Estmated True Thickness (m)

U3O8 %U3O8

lb/st

ARS-001 210 -50 150.1 67.0 84.5 17.5 16.8 0.121 2.4223.0 26.5 3.5 3.3 0.301 6.0233.0 35.5 2.5 2.4 0.093 1.8637.0 43.5 6.5 6.1 0.115 2.3061.5 65.0 3.5 3.3 0.121 2.4276.5 79.5 3.0 2.8 0.202 4.0488.0 90.0 2.0 1.9 0.083 1.6697.0 100.0 3.0 2.9 0.115 2.30

162.8 37.5 46.0 8.5 7.5 0.104 2.08Including 37.5 41.0 3.5 3.1 0.131 2.62

54.5 75.5 21.0 18.5 0.062 1.24Including 54.5 58.5 4.0 3.5 0.084 1.68Including 62.5 63.5 1.0 0.9 0.113 2.26

77.5 82.0 4.5 4.4 0.047 0.9484.0 85.0 1.0 1.0 0.075 1.5098.0 100.5 2.5 2.4 0.107 2.14

117.0 124.0 7.0 6.8 0.042 0.84146.0 147.5 1.5 1.4 0.232 4.64

Bore hole data

151.6

141.8

154.3-60

-50

-60

-60

210

210

210

305

ARS-002

ARS-003

ARS-004

ARS-005

Intercept Grade

 Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes.

- 14 - U3O8 Corp. 2008 Annual Report  

Table 5: Phase II – Aricheng South Assay Results A summary of significant assay results from Phase II drilling in the Aricheng South target is set forth below.

Hole Bearing (°)

Inclination (°)

Total Depth (m)

From (m) To (m) Interval

(m)Estmated True Thickness (m)

U3O8 %U3O8

lb/st

151.0 33.0 57.0 24.0 23.4 0.104 2.08Including 34.5 39.0 4.5 4.4 0.156 3.12Including 51.0 56.0 5.0 4.9 0.160 3.20

ARS-007 210 -45 139.0ARS-008 210 -45 142.1 40.0 41.0 1.0 1.0 0.076 1.52

121.6 38.0 65.5 27.5 26.4 0.112 2.24Including 60.0 64.5 4.5 4.3 0.163 3.26

116.8 47.5 73.5 26.0 25.2 0.120 2.40Including 65.5 72.5 7.0 6.8 0.168 3.36

77.0 79.5 2.5 2.4 0.168 3.36157.5 64.0 71.5 7.5 7.0 0.081 1.62

73.5 104.0 30.5 28.7 0.071 1.42Including 93.0 103.5 10.5 9.9 0.106 2.12

109.5 116.5 7.0 6.6 0.099 1.98115.5 44.5 55.0 10.5 10.3 0.210 4.20

Including 44.5 49.5 5.0 4.9 0.356 7.1293.5 96.5 3.0 2.9 0.098 1.96

118.2 68.5 75.5 6.5 6.3 0.141 2.8278.0 83.5 5.5 5.4 0.120 2.4085.0 88.5 3.5 3.4 0.082 1.64

135.5 57.5 75.5 18.0 17.5 0.065 1.30116.5 120.5 4.0 3.9 0.138 2.76

172.8 44.0 47.5 3.5 3.4 0.074 1.4875.5 77.0 1.5 1.5 0.100 2.00

ARS-016ARS-017 210 -45 106.7 83.0 85.0 2.0 1.8 0.042 0.84ARS-018 210 -45 106.3

100.5 103.5 3.0 3.0 0.055 1.10107.5 108.5 1.0 1.0 0.091 1.82

ARS-20 210 -45 139.5 78.0 79.0 1.0 1.0 0.467 9.34181.8 71.0 81.0 10.0 9.1 0.112 2.24

Including 72.0 74.5 2.5 2.3 0.268 5.36106.5 115.0 8.5 7.7 0.049 0.98

Bore hole data

ARS-021 210

118.8

210 -45

ARS-014 210 -45

-60

210 -45

Hole abandoned at 43.6m

ARS-019

ARS-006 210 -45

ARS-012 210

210

ARS-010 210

ARS-009

ARS-011

ARS-013

ARS-015

-50

-45

-50

-45

315 -45

Intercept Grade

210

No Significant Results

No Significant Results

 Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes.

- 15 - U3O8 Corp. 2008 Annual Report  

Table 6: Phase III – Aricheng South Assay Results A summary of significant assay results from Phase III drilling in the Aricheng South target is set forth below.

Hole Bearing (°)

Inclination (°)

Total Depth (m)

From (m) To (m) Interval

(m)Estmated True Thickness (m)

U3O8 %U3O8

lb/st

ARS-022 210 -45 140.3 66.0 69.5 3.5 3.4 0.103 2.06ARS-023 210 -59 140.2

161.2 93.5 99.0 5.5 5.3 0.107 2.14101.0 115.5 14.5 14.0 0.110 2.20

Including 111.5 115.5 4.0 3.9 0.172 3.44103.0 117.5 14.5 13.0 0.096 1.92119.0 132.0 13.0 11.7 0.088 1.76

160.8 76.5 103.5 27.0 26.6 0.115 2.30Including 77.0 82.0 5.0 4.9 0.158 3.16Including 84.5 90.0 5.5 5.4 0.167 3.34

171.2 85.5 120.5 35.0 34.5 0.131 2.62Including 109.5 116.5 7.0 6.9 0.406 8.12

175.5 99.5 119.5 20.0 19.3 0.075 1.50Including 99.5 103.0 3.5 3.4 0.191 3.82

120.5 125.0 4.5 4.3 0.140 2.80130.0 136.0 6.0 5.8 0.097 1.94137.0 141.5 4.0 3.9 0.139 2.7892.0 95.5 3.5 3.2 0.150 3.00

103.5 111.0 7.5 6.9 0.114 2.28125.0 135.0 10.0 9.1 0.122 2.44151.5 164.5 13.0 11.9 0.067 1.34

ARS-030 210 -45 148.2 85.0 89.5 4.5 4.4 0.235 4.7075.5 80.0 4.5 4.2 0.178 3.5695.5 98.5 3.0 2.8 0.131 2.6299.5 102.5 3.0 2.8 0.205 4.1084.5 99.0 14.5 14.3 0.074 1.48

116.5 120.5 4.0 3.9 0.105 2.10ARS-033 210 -57 199.7 99.0 103.5 4.5 4.1 0.051 1.02ARS-034 210 -45 172.1 110.0 119.0 9.0 8.6 0.050 1.00ARS-035 210 -57 191.9 149.0 153.5 4.5 4.2 0.100 2.00

80.0 97.0 17.0 16.7 0.070 1.40104.0 108.5 4.5 4.4 0.084 1.68119.0 121.0 2.0 2.0 0.101 2.02122.0 125.0 3.0 3.0 0.100 2.0097.5 102.5 5.0 4.6 0.113 2.26

103.5 112.5 9.0 8.3 0.078 1.56131.5 137.5 6.0 5.5 0.093 1.86144.0 153.0 9.0 8.5 0.137 2.74154.0 168.0 14.0 13.2 0.081 1.62

Including 162.0 168.0 6.0 5.6 0.122 2.44175.5 195.5 20.0 18.8 0.075 1.50

-61

-45

-45

-50

-55

210

Bore hole data

187.0

196.4

208.9

235.9

170.3

ARS-024

ARS-025

-59

-57ARS-031

210

210

210

210

210ARS-028

-50

ARS-027

Intercept Grade

ARS-037

ARS-038

ARS-032 210 -45

ARS-036

No Significant Results

-45

210

210

210

-58

190.8

168.0

210

ARS-026a

ARS-029

Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes.

- 16 - U3O8 Corp. 2008 Annual Report  

Table 6 (continued): Phase III – Aricheng South Assay Results

Hole Bearing (°)

Inclination (°)

Total Depth (m)

From (m) To (m) Interval

(m)Estmated True Thickness (m) U3O8 %

U3O8

lb/st

162.5 164.5 2.0 1.9 0.107 2.14190.5 196.0 5.5 5.2 0.095 1.90202.0 206.0 4.0 3.8 0.097 1.94

ARS-040 210 -60 212.0 151.0 152.5 1.5 1.4 0.085 1.70ARS-041 210 -45 196.2 164.0 166.5 2.5 2.5 0.068 1.36

116.0 118.5 2.5 2.4 0.088 1.76183.0 186.0 3.0 2.6 0.090 1.80121.0 130.5 9.5 8.2 0.085 1.70132.0 151.5 19.5 16.9 0.122 2.44

Including 139.5 148.0 8.5 7.4 0.181 3.62159.0 170.0 11.0 9.5 0.078 1.56171.0 185.0 14.0 12.1 0.068 1.36122.5 126.0 3.5 3.1 0.178 3.56146.5 149.5 3.0 2.6 0.104 2.08155.0 170.5 15.5 13.7 0.110 2.20123.5 125.0 1.5 1.4 0.141 2.82150.5 159.0 8.5 7.4 0.114 2.28130.5 133.5 3.5 3.1 0.076 1.52141.0 143.0 2.0 1.8 0.215 4.30180.0 183.5 3.5 2.8 0.078 1.56105.0 108.5 3.5 3.4 0.101 2.02109.5 117.0 7.5 7.4 0.054 1.08149.5 153.5 4.0 3.8 0.063 1.26118.5 121.0 2.5 2.2 0.144 2.88124.5 126.5 2.0 1.8 0.076 1.52161.0 162.5 1.5 1.4 0.084 1.68191.5 196.0 4.5 3.9 0.147 2.94174.0 176.0 2.0 1.6 0.126 2.52203.5 210.0 6.5 5.1 0.125 2.50

Including 207.0 209.0 2.0 1.6 0.305 6.10ARS-051 210 -55 220.7 109.5 111.0 1.5 1.4 0.082 1.64ARS-052 210 -62 248.0

131.5 133.5 2.0 1.9 0.082 1.64158.0 162.5 4.5 4.2 0.081 1.62

81.0 86.0 5.0 4.9 0.061 1.2289.0 91.5 2.5 2.5 0.057 1.14

147.0 149.0 2.0 1.8 0.080 1.60190.5 194.5 4.0 3.5 0.067 1.34223.0 229.5 6.5 5.1 0.050 1.00

55.5 62.0 6.5 6.3 0.050 1.0080.5 98.0 17.5 17.1 0.056 1.12

127.5 133.0 5.5 5.2 0.070 1.40

No significant Results

ARS-054 210 -45 142.5

ARS-055 210 -63 210.0

ARS-053 210 -55 236.0

ARS-056 169.4

ARS-049 210 -55 220.9

ARS-050 210 -63 230.2

ARS-047 210 -45 202.8

ARS-048 210 -63 233.2

211.8

211.9

ARS-046 210 -63 212.0

ARS-042 210 -53

ARS-043 210 -55

-63

-55ARS-045

210

210

ARS-044

Intercept Grade

-55210ARS-039

Bore hole data

251.1

230.1

202.6

210 -45

Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes.

- 17 - U3O8 Corp. 2008 Annual Report  

Table 6 (continued): Phase III - Aricheng South Assay Results

Hole Bearing (°)

Inclination (°)

Total Depth (m)

From (m) To (m) Interval

(m)Estmated True Thickness (m)

U3O8 %U3O8

lb/st

127.7 27.0 33.5 6.5 6.3 0.120 2.40Including 29.5 33.0 3.5 3.4 0.180 3.60

ARS-058 210 -45 103.1 43.5 46.0 2.5 2.5 0.087 1.7484.5 87.5 3.0 2.9 0.052 1.0488.5 90.0 1.5 1.4 0.075 1.5081.5 82.5 1.0 1.0 0.121 2.4289.0 98.0 9.0 8.9 0.070 1.40

ARS-061 210 -45 166.0 84.0 86.0 2.0 2.0 0.056 1.12ARS-062 210 -45 130.2 46.0 51.0 5.0 4.9 0.158 3.16

154.6 111.0 121.5 10.5 9.5 0.095 1.90Including 115.5 121.0 5.5 5.0 0.132 2.64

9.5 26.5 17.0 15.0 0.061 1.2238.0 46.5 8.5 7.5 0.050 1.0098.5 115.0 16.5 15.0 0.096 1.92

128.0 138.0 10.0 9.1 0.061 1.22141.5 146.0 4.5 4.1 0.069 1.38131.0 135.5 4.5 3.8 0.068 1.36138.5 152.0 13.5 11.4 0.094 1.88

Including 143.0 146.0 3.0 2.5 0.238 4.76153.5 157.0 3.5 3.2 0.078 1.56161.0 165.5 4.5 4.1 0.075 1.50167.0 172.0 5.0 4.6 0.071 1.42

160.5 34.5 44.5 10.0 9.7 0.088 1.76Including 37.0 41.5 4.5 4.4 0.106 2.12

60.5 65.0 4.5 4.4 0.061 1.2269.0 72.5 3.5 3.4 0.060 1.20

ARS-069 210 -63 214.9 171.5 179.0 7.5 6.4 0.113 2.26110.0 113.0 3.0 2.9 0.052 1.04132.0 137.0 5.0 4.7 0.085 1.70

ARS-071 210 -45 220.6 115.5 127.5 12.0 11.7 0.058 1.16172.5 118.0 138.0 20.0 17.0 0.116 2.32

Including 130.0 138.0 8.0 6.8 0.198 3.96214.0 132.0 160.5 28.5 24.2 0.092 1.84

Including 151.0 157.0 6.0 5.1 0.139 2.7884.5 88.5 4.0 3.7 0.079 1.58

117.0 126.5 9.5 8.9 0.085 1.70137.5 144.0 6.5 6.1 0.056 1.12

ARS-070 187.5

ARS-072

ARS-073

ARS-074 226.9

ARS-066 247.6

ARS-067 217.7

ARS-068

ARS-063

ARS-064 169.8

ARS-065 238.9

127.1

ARS-060 210 136.1

ARS-057 210 -50

ARS-059 210 -50

Intercept GradeBore hole data

210 -45

210 -55

210 -64

210 -57

210 -60

210 -53

210 -64

-55210

210 -45

210 -50

-45

Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes.

- 18 - U3O8 Corp. 2008 Annual Report  

Table 6 (continued): Phase III – Aricheng South Assay Results

Hole Bearing (°)

Inclination (°)

Total Depth (m)

From (m) To (m) Interval

(m)Estmated True Thickness (m)

U3O8 %U3O8

lb/st

ARS-075 210 -63 256.0 163.5 190.5 27.0 23.1 0.083 1.66145.0 154.0 7.7 7.6 0.053 1.06164.5 166.0 1.3 1.3 0.211 4.22173.5 176.5 2.6 2.5 0.270 5.40207.0 213.5 5.1 5.9 0.067 1.34

ARS-077 210 -45 148.0 50.5 54.0 3.5 3.4 0.081 1.62ARS-078 210 -65 253.3 162.0 181.5 19.5 16.4 0.079 1.58ARS-079 210 -60 143.1ARS-080 210 -60 170.1 115.0 122.0 7.0 6.2 0.100 2.00ARS-081 210 -60 202.8 141.5 149.0 7.5 6.6 0.125 2.50ARS-082 210 -60 223.6 163.0 176.0 13.0 11.5 0.096 1.92

252.7 175.5 192.0 16.5 14.6 0.106 2.12Including 188.0 191.5 3.5 3.1 0.244 4.88

91.5 96.5 5.0 4.4 0.068 1.36102.0 104.5 2.5 2.2 0.092 1.84

241.9 88.0 103.0 15.0 13.2 0.075 1.50Including 91.5 97.5 6.0 5.3 0.107 2.14

173.5 174.5 1.0 0.9 0.094 1.88245.5 247.0 1.5 1.2 0.103 2.06117.0 123.0 6.0 5.5 0.153 3.06158.5 182.5 24.0 22.1 0.045 0.90

ARS-088 210 -60 181.9 112.0 118.0 6.0 5.3 0.076 1.52ARS-089 210 -60 211.9

172.0 213.0 41.0 34.4 0.083 1.66220.0 230.0 10.0 8.4 0.131 2.62

317.1 187.0 221.0 34.0 29.1 0.091 1.82Including 199.0 210.0 11.0 9.4 0.132 2.64

237.0 246.0 9.0 7.7 0.046 0.92271.0 274.0 3.0 2.6 0.060 1.20278.0 280.0 2.0 1.7 0.111 2.22

ARS-093 210 -45 220.4 81.0 90.0 9.0 8.8 0.048 0.96

ARS-090 210 -65 293

ARS-091 210 -63

ARS-092 210 -63 301.9

ARS-076 251.2

Intercept GradeBore hole data

210 -63

No Significant Results

ARS-083 210 -60

ARS-084 210 -60 220.9

ARS-085 210 -60

No Significant Results

ARS-086 210 -60 260.6

ARS-087 210 -55 253.8

Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes. (The remainder of this page was left blank intentionally)

- 19 - U3O8 Corp. 2008 Annual Report  

Aricheng North NI 43-101 Resource: Assay and geological data from the Phase I-III drill programs (92 bore holes for 15,451 metres) was used by Watts Griffis and McQuat Limited to estimate a resource for the Aricheng North structure. Aricheng North is the second of the basement-hosted uranium-bearing breccias to advance to resource estimation in line with U3O8 Corp’s objective of aggregating mineralization from a number of structures to reach a resource of significant size in the Kurupung Batholith. In January 2009, a NI 43-101 compliant resource estimate was released on Aricheng North (Tables 1 & 7). While mineralization remains open along strike and at depth, the Aricheng North structure, at a cut-off grade of 0.05% U3O8, yielded: • an Indicated Resource of 2.1 million pounds at an average grade of 0.12% (2.43 lbs/st) U3O8; and • an Inferred Resource of 0.5 million pounds at an average grade of 0.11% (2.10 lbs/st) U3O8.

 Table 7: Aricheng North Resource Estimate A summary of the resource estimate for the Aricheng North structure based on sensitivity to cut-off grade is set forth below.

TonnesGrade U3O8%

Grade U3O8

(lbs/st)U3O8 lbs Tonnes

Grade U3O8%

Grade U3O8

(lbs/st)U3O8 lbs

0.03 1,234,517 0.09 1.83 2,484,557 486,521 0.07 1.38 741,856 0.04 970,351 0.11 2.13 2,282,078 328,776 0.09 1.71 621,452 0.05 781,519 0.12 2.43 2,096,298 223,484 0.11 2.10 517,691 0.06 642,311 0.14 2.72 1,928,048 172,122 0.12 2.40 456,127 0.07 532,952 0.15 3.02 1,772,062 136,773 0.13 2.69 405,591 0.08 446,711 0.17 3.31 1,630,035 111,246 0.15 2.96 363,431 0.09 382,457 0.18 3.58 1,510,004 92,644 0.16 3.22 328,786 0.10 330,951 0.19 3.84 1,402,481 76,312 0.18 3.51 294,889

(capped at 1.3% U3O8)

Cut-off grade

U3O8%

INDICATED RESOURCE INFERRED RESOURCE

Aricheng North

Drill Program: The Aricheng North target covers an area of about 400 hectares in the Kurupung Batholith. In 2007, a Phase I drill program of seven bore holes for 1,286 metres (Table 2) was completed and confirmed the presence of uranium mineralization of potentially mineable grades over significant widths. A subsequent Phase II drill program of 20 holes for 2,736 metres was successful in confirming reasonable continuity of mineralization along strike and down dip. In 2008, a Phase III program of 11,346 metres of core drilling in 65 holes was completed and confirmed the orientation and continuity of the three mineralized shoots within the Aricheng North target. Significant assay results from the Phase I-III programs for a total of 92 holes drilled at Aricheng North are listed in Tables 8, 9 and 10 respectively. Drilling to date has delineated uranium to be concentrated in three mineralized shoots in a 750 metre long sector of the Aricheng North structure to a maximum depth of approximately 190 metres below surface. The mineralized structure dips approximately 75º to the northwest, and varies in width from 1.5 metres to 22 metres. The Aricheng North deposit remains open along strike to the southwest and at depth.

- 20 - U3O8 Corp. 2008 Annual Report  

For further information on the Aricheng North target area, please refer to the technical report dated January 14, 2009, and entitled “A Technical Review of the Aricheng North and Aricheng South Uranium Deposits in Western Guyana” prepared by Watts, Griffis and McOuat, available on SEDAR at www.sedar.com. Table 8: Phase I – Aricheng North Assay Results A summary of significant assay results from Phase I drilling in the Aricheng North target is set forth below.

Hole number

Bearing (°)

Inclination (°)

Total Depth (m) From (m) To (m) Interval

(m)

Estmated True

Thickness (m)

U3O8 (%) U3O8

(lb/st)

109.00 111.50 2.50 2.20 0.124 2.73116.00 126.50 10.50 9.20 0.091 2.00134.50 137.50 3.00 2.60 0.120 2.65

ARN-002 135 -60 306.9 102.00 109.50 7.50 5.30 0.125 2.75150.8 41.00 52.00 11.00 8.80 0.233 5.14

Including 41.50 42.50 1.00 0.80 1.700 37.4860.00 61.00 1.00 0.80 0.083 1.8377.50 82.00 4.50 3.60 0.139 3.0620.50 29.50 9.00 7.20 0.071 1.5775.50 79.00 3.50 2.80 0.062 1.37

ARN-005 335 -60 151.7 121.50 122.00 0.50 0.40 0.135 2.98151.9 40.50 49.50 9.00 6.30 0.221 4.87

Including 41.50 43.50 2.00 1.40 0.395 8.7145.50 48.50 3.00 2.50 0.063 1.3960.50 62.00 1.50 1.30 0.060 1.32

150.7

ARN-006 330 -50

ARN-007 138 -45

ARN-003 150 -60

ARN-004 150 -60 150.8

Bore hole data Interval Grade

ARN-001 270 -50 223.6

 Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000lbs or 0.907 metric tonnes. (The remainder of this page was left blank intentionally)

- 21 - U3O8 Corp. 2008 Annual Report  

Table 9: Phase II – Aricheng North Assay Results A summary of significant assay results from Phase II drilling in the Aricheng North target is set forth below.

Hole number Bearing (°) Inclination (°) Total Depth (m)

From (m) To (m) Interval

(m)Estmated True Thickness (m)

U3O8 (%) U3O8 (lb/st)

ARN-008 140 -45 101.8 44.5 45.5 1.0 0.8 0.080 1.60ARN-009 140 -45 129.9 67.5 69.5 2.0 1.7 0.230 4.60ARN-010 135 -55 201.6 134.0 136.0 2.0 1.4 0.138 2.76ARN-011 135 -60 232.9 148.5 149.5 1.0 0.6 0.146 2.92ARN-012 135 -45 111.6 64.0 76.0 12.0 10.4 0.093 1.86ARN-013 142.6 74.0 83.0 9.0 6.5 0.260 5.20

Including 77.5 80.0 2.5 1.8 0.592 11.8437.0 39.0 2.0 1.7 0.196 3.9241.0 44.0 3.0 2.6 0.245 4.90

112.5 38.0 46.5 8.5 7.5 0.168 3.36Including 38.0 40.0 2.0 1.8 0.297 5.94Including 41.0 44.0 3.0 2.6 0.240 4.80

150.7 53.0 64.0 11.0 7.6 0.133 2.66Including 53.0 56.0 3.0 2.1 0.272 5.44

ARN-017 140 -45 131.5 61.5 64.5 3.0 2.5 0.150 3.0059.0 60.0 1.0 0.8 0.107 2.1467.5 69.5 2.0 1.7 0.153 3.0617.0 20.0 3.0 2.7 0.097 1.9427.0 30.5 3.5 3.1 0.310 6.20

ARN-020 140 -45 142.7 58.5 64.5 6.0 5.4 0.122 2.44ARN-021 140 -45 117.9

64.0 69.5 5.5 4.9 0.287 5.7495.0 96.5 1.5 1.3 0.098 1.9675.5 78.0 2.5 2.0 0.133 2.6681.5 82.5 1.0 0.8 0.135 2.7035.5 39.0 3.5 3.1 0.238 4.7661.0 64.0 3.0 2.7 0.080 1.6080.5 82.0 1.5 1.3 0.188 3.7670.0 73.0 3.0 2.7 0.086 1.72

108.5 109.5 1.0 0.9 0.305 6.10ARN-026 140 -45 115.0 29.5 32.5 3.0 2.5 0.300 6.00ARN-027 140 -45 142.1 54.0 58.5 4.5 3.9 0.163 3.26

Intercept GradeBore hole data

ARN-023

ARN-024

ARN-025

ARN-022

ARN-015

ARN-016

ARN-014

ARN-018

ARN-019

-45

140

140

140

140

140 -45

-65

-45

115.6

No significant results

-45 142.1

140 -50

135 -60

-45 79.4

132.4

140

175.6

140

140 -45 115.4

-45 142.5

Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes. (The remainder of this page was left blank intentionally)

- 22 - U3O8 Corp. 2008 Annual Report  

Table 10: Phase III – Aricheng North Assay Results A summary of significant assay results from the Phase III drilling in the Aricheng North target is set forth below.  

Hole number Bearing (°) Inclination (°) Total Depth (m)

From (m) To (m) Interval

(m)Estmated True Thickness (m)

U3O8 (%) U3O8 (lb/st)

ARN-028 135 -50 160.7 44.0 51.0 7.0 6.4 0.070 1.40ARN-029 135 -60 180.8 41.5 46.5 5.0 4.9 0.113 2.26

33.0 36.5 3.5 3.2 0.076 1.5274.0 82.0 8.0 7.3 0.103 2.06

134.2 89.5 100.0 10.5 8.0 0.268 5.36Including 95.0 99.5 4.5 3.4 0.497 9.94

ARN-032 135 -60 135.0 98.0 99.0 1.0 0.8 0.085 1.7080.5 85.0 4.5 3.4 0.287 5.74

103.0 105.0 2.0 1.5 0.163 3.26139.0 140.5 1.5 1.1 0.116 2.32

ARN-034 140 -55 130.9 114.0 115.0 1.0 0.8 0.077 1.54100.0 105.0 5.0 3.2 0.391 7.82111.5 119.0 7.5 4.8 0.102 2.04

266.2 137.0 150.5 13.5 9.7 0.134 2.68Including 137.5 142.5 5.0 3.6 0.270 5.40

182.0 184.5 2.5 1.8 0.129 2.5837.5 43.0 5.5 5.0 0.249 4.9885.5 89.0 3.5 3.2 0.100 2.00

ARN-038 140 -45 127.591.3 34.5 45.0 10.5 9.5 0.081 1.62

Including 39.5 44.5 5.0 4.5 0.117 2.34ARN-040 140 -60 160.5 116.5 117.5 1.0 0.8 0.142 2.84

175.9 52.5 59.5 7.0 5.4 0.176 3.52Including 52.5 56.5 4.0 3.1 0.283 5.66

ARN-042 140 -60 122.0 51.0 56.5 5.5 4.2 0.079 1.58151.5 53.5 61.5 8.0 7.3 0.090 1.80

Including 59.0 60.5 1.5 1.4 0.260 5.20ARN-044 140 -45 124.1 48.0 49.0 1.0 0.9 0.087 1.74ARN-045 140 -45 133.0 54.0 58.5 4.5 4.1 0.080 1.60ARN-046a 125 -45 120.5 68.0 69.0 1.0 0.9 0.076 1.52ARN-047 140 -60 130.6

170.5 69.5 87.5 18.0 13.8 0.154 3.08Including 76.0 86.5 10.5 8.0 0.214 4.28

67.5 70.0 2.5 1.9 0.347 6.9481.0 87.5 6.5 5.0 0.169 3.38

Including 84.5 87.0 2.5 1.9 0.336 6.72ARN-050 140 -60 139.7 63.5 68.5 5.0 3.8 0.127 2.54ARN-051 140 -70 149.0 105.5 107.0 1.5 1.0 0.087 1.74

68.5 70.0 1.5 1.4 0.113 2.2697.0 98.5 1.5 1.4 0.069 1.38

ARN-037 140 -45 154.5

-60140

ARN-033

ARN-036

ARN-039

ARN-035

Intercept GradeBore hole data

115.2

ARN-031

ARN-030 135 -45

140 -64

140 -45

140 -60 167.0

140 -70 161.1

130.9

140 -60

ARN-043 125 -45

ARN-048 125 -60

No Significant Results

No Significant Results

ARN-041

ARN-049 140 -60

ARN-052 125 -45 148.5

Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes.   

- 23 - U3O8 Corp. 2008 Annual Report  

Table 10 (continued): Phase III – Aricheng North Assay Results

Hole Bearing (°) I ncli nation (° ) Total Depth (m )

From (m) To (m ) Interval

(m )E stmated True Thickness (m )

U3O 8 (% ) U3O8 (lb /st)

163.5 72.5 102.0 29.5 22.6 0.105 2.10Inc luding 82.0 88.5 6.5 5.0 0.271 5.42

ARN-054 140 -60 160.9 67.5 68.5 1.0 0.8 0.081 1.62ARN-055 140 -60 156.2 69.0 73.5 4.5 3.4 0.176 3.52ARN-056 140 -70 164.3 87.5 91.5 4.0 2.6 0.179 3.58ARN-057 135 -45 151.0ARN-058 140 -60 241.9 195.5 198.0 2.5 1.9 0.054 1.08ARN-059 140 -65 184.9 143.0 145.0 2.0 1.4 0.107 2.14

239.0 101.5 108.5 7.0 5.4 0.085 1.70Inc luding 101.5 105.0 3.5 2.7 0.127 2.54

ARN-061 135 -45 146.0 80.5 81.5 1.0 0.8 0.079 1.58ARN-062 140 -60 200.1 127.5 132.0 4.5 3.4 0.126 2.52

155.6 112.0 119.5 7.5 5.6 1.013 20.26Inc luding 112.5 114.0 1.5 1.1 4.229 84.58

ARN-064 135 -60 176.0ARN-065 125 -45 174.0 89.0 96.5 7.5 6.8 0.072 1.44

70.0 71.5 1.5 1.1 0.126 2.5291.0 93.0 2.0 1.5 0.196 3.9278.5 80.0 1.5 1.4 0.127 2.54

111.5 116.5 5.0 4.5 0.054 1.08ARN-068 135 -60 181.9 29.0 31.0 2.0 1.5 0.073 1.46ARN-069 140 -45 111.0 34.5 36.0 1.5 1.4 0.082 1.64

243.0 131.0 150.0 19.0 14.6 0.124 2.48Inc luding 134.0 141.0 7.0 5.4 0.219 4.38

ARN-071 140 -60 140.878.0 84.0 6.0 4.6 0.071 1.42

160.0 169.5 9.5 7.3 0.082 1.64ARN-073 125 -45 189.0 71.0 73.0 2.0 1.8 0.110 2.20ARN-074 140 -62 244.9 144.0 150.5 6.5 4.8 0.062 1.24ARN-075 125 -60 210.0 92.0 96.5 4.5 3.4 0.079 1.58ARN-076 125 -45 196.8 73.5 80.5 7.0 6.3 0.112 2.24ARN-077 125 -60 173.2 81.0 83.0 2.0 1.5 0.068 1.36

105.0 107.0 2.0 1.5 0.052 1.04108.5 116.5 8.0 6.1 0.081 1.62134.5 141.5 7.0 5.4 0.121 2.42

ARN-079 125 -60 140.1 85.5 86.5 1.0 0.8 0.093 1.86ARN-080 125 -60 182.1 144.5 146.5 2.0 1.5 0.050 1.00ARN-081 140 -62 302.1 180.0 188.0 8.0 5.9 0.12 6 2 .52ARN-082 140 -60 245.1 174.0 181.5 7.5 5.7 0.11 5 2 .30

139.9 59.0 55.0 6. 0 4. 6 0.16 0 3 .20Inc luding 49.5 53.5 4. 0 3. 1 0.21 1 4 .22

179.5 181.0 1. 5 1. 1 0.08 3 1 .66188.0 189.5 1. 5 1. 1 0.06 1 1 .22

ARN-085 140 -60 161.0ARN-086 140 -60 203.1ARN-087 140 -45 127.7ARN-088 140 -60 160.8ARN-089 140 -60 179.9

281.1 179.5 196.0 16 .5 12 .6 0.10 5 2 .10Inc luding 194.0 195.5 1. 5 1. 1 0.58 0 11 .60

ARN-091 135 -60 265.9 150.5 153.5 3.0 2.3 0.13 6 2 .72ARN-092 135 -60 271.0 141.5 143.0 1.5 1.4 0.09 4 1 .88

Bore hole data Intercept G rade

175.9

No Sig nifican t Results

No Sig nifican t Results

No Sig nifican t Results

125 -60

140 -60

ARN-053

125 -45

125 -60

ARN-060

ARN-063

ARN-066

ARN-090 125 -60

ARN-078 166.9

135 -60

140 -62

140 -60

ARN-067 201.0

ARN-070

ARN-072 247.8

125 -60

No Sig nifican t ResultsNo Sig nifican t ResultsNo Sig nifican t ResultsNo Sig nifican t ResultsNo Sig nifican t Results

ARN-083 140 -60

ARN-084 140 -60 212.0

Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes.

- 24 - U3O8 Corp. 2008 Annual Report  

Aricheng West Drill Program: The Aricheng West target covers an area of about 140 hectares in the Kurupung Batholith. In 2007, three bore holes for 456 metres were drilled in the Phase I program, which confirmed the presence of significant uranium mineralization at Aricheng West. A further 13 Phase II bore holes for 1,965 metres were completed in 2008. Results confirmed consistent mineralization in this third uranium-bearing structure in the Aricheng area, with the potential to add to the initial resource base reported for the Aricheng South and Aricheng North structures. A summary of assay results for Aricheng West is listed in Tables 10 and 11. Uranium mineralization at Aricheng West is associated with a VLF-EM anomaly that has a strike length of approximately 600 metres. Drilling to date has delineated mineralization over a strike length of 300 metres of the VLF-EM conductor, and has been confirmed to a maximum depth of 110 metres. The mineralization remains open along strike and at depth. The sheet-like breccias zone strikes northeast, dips to the southeast at approximately 45º, and mineralization is concentrated in a shoot that is similar in width to those identified in the Aricheng North and Aricheng South structures. The extensions of the VLF-EM conductor constitute a target that is likely to be drilled in due course. Potential quantity and grades listed in Tables 10 and 11 are conceptual in nature. There has been insufficient exploration to define a mineral resource on the Aricheng West target area, and it is uncertain if further exploration will result in the target being delineated as a mineral resource. Table 10: Phase I – Aricheng West Assay Results A summary of significant assay results from Phase I drilling in the Aricheng West target is set forth below.

Hole # Bearing (°)

Inclination (°)

Total Depth (m) From (m) To (m) Interval (m) Estmated True

Thickness (m)U3O8 (%) U3O8 (lb/st)

27.0 29.5 2.5 2.5 0.074 1.4832.0 40.0 8.0 7.9 0.094 1.8850.5 53.0 2.5 2.5 0.072 1.4472.0 73.0 1.0 1.0 0.097 1.9423.5 26.5 3.0 3.0 0.107 2.1437.0 38.5 1.5 1.5 0.096 1.9257.5 61.0 3.5 3.4 0.111 2.2269.0 71.0 2.0 2.0 0.161 3.2273.0 75.0 2.0 2.0 0.066 1.32

ARW-003 151.9 118.5 127.5 9.0 8.9 0.096 1.92Including 122.0 125.0 3.0 3.0 0.130 2.60360 -60

ARW-002 350 -60 150.8

Intercept GradeBore hole data

ARW-001 350 -60 153.0

Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes. (The remainder of this page was left blank intentionally)

- 25 - U3O8 Corp. 2008 Annual Report  

Table 11: Phase II – Aricheng West Assay Results A summary of significant assay results from Phase II drilling in the Aricheng West target is set forth below.

Hole number

Bearing (°)

Inclination (°)

Total Depth (m) From (m) To (m) Interval (m) Estmated True

Thickness (m) U3O8 (%) U3O8 (lb/st)

56.5 57.5 1.0 1.0 0.128 2.5687.5 89.5 2.0 2.0 0.104 2.0842.0 45.5 3.5 3.5 0.072 1.4448.0 60.0 12.0 12.0 0.118 2.36

ARW-006 335 -50 89.3 21.0 24.0 3.0 3.0 0.038 0.7628.0 36.0 8.0 8.0 0.062 1.2455.5 82.5 27.0 27.0 0.081 1.62

Including 59.0 70.0 11.0 11.0 0.129 2.5886.0 94.0 8.0 8.0 0.045 0.90112.5 121.5 9.0 9.0 0.171 3.42

Including 118.0 121.0 3.0 3.0 0.411 8.22124.0 126.0 2.0 2.0 0.071 1.4236.5 37.5 1.0 1.0 0.409 8.1871.5 91.5 20.0 20.0 0.082 1.64

Including 77.5 83.0 5.5 5.5 0.110 2.20ARW-010 350 -60 167.25ARW-011 350 -50 160.8 25.0 31.0 6.0 6.0 0.060 1.20ARW-012 350 -50 170.1 41.0 47.0 6.0 6.0 0.062 1.24ARW-013 350 -60 141.1 52.0 78.0 26.0 25.6 0.124 2.48

17.0 38.0 21.0 21.0 0.045 0.955.0 74.0 19.0 19.0 0.068 1.4

ARW-015 350 -60 161.1 62.0 74.0 12.0 11.8 0.047 0.94ARW-016 350 -60 171 34.0 36.0 2.0 2.0 0.068 1.36

No Significant Results

ARW-009 350 -50 160.8

ARW-014 350 -50 172.6

ARW-004 350 -50 112.7

ARW-005 335 -50 100.8

ARW-007 335 -50184.7

ARW-008 350 -50172.8

Bore hole data Intercept Grade

Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes. Accori Target Area In 2008, four targets in the Accori area – Accori North A, Accori North B, Accori North C and Accori South – that lies on the southwestern margin of the Kurupung Batholith underwent Phase I or scout drilling. Twenty drill holes were completed in the four targets for a total of 2,916 metres (Table 2). The objective of the Phase I drilling was to confirm that the structures contain uranium mineralization over significant widths. In Q1 2009, infill drilling on the Accori North C structure commenced with 15 Phase II bore holes for 3,289 metres completed. Further drilling of the Accori targets will be held off until the capital markets have stabilized. A summary of the drilling results from the Accori targets is set forth in Tables 12 to 15 below. Potential quantity and grades listed in Tables 12 to 15 are conceptual in nature. There has been insufficient exploration to define a mineral resource on the Accori targets, and it is uncertain if further exploration will result in any such targets being delineated as mineral resources. Accori North A Long intercepts of moderate grade were obtained from two holes drilled on one section line in Accori North A (Table 12). Five additional holes returned no significant values, suggesting that the mineralization may be contained within a pipe-like breccia body or it may have been displaced by post-mineral faulting. A VLF-EM survey is planned for the Accori North A area in order to better define suspected structural complexity of the target. Once the VLF-EM data has been interpreted, the need for further drilling will be assessed.

- 26 - U3O8 Corp. 2008 Annual Report  

Table 12: Phase I – Accori North A Assay Results A summary of significant assay results from Phase I drilling in the Accori North A target is set forth below.

Hole Bearing (°) Dip (°) Total

Depth (m)From (m) To (m) Interval

(m)

Estimated True Width

(m)U3O8 %

U3O8 % lbs/st

142.2 15.0 76.0 61.0 # 0.072 1.44Including 17.0 30.5 13.5 # 0.101 2.02

77.0 79.0 2.0 # 0.076 1.52ACCON-A-002 130 -45 112.6

160.5 58.5 77.5 19.0 # 0.081 1.62Including 71.5 74.0 2.5 # 0.107 2.14

ACCON-A-004 290 -50 164.5ACCON-A-005 130 -45 39.0ACCON-A-005a 130 -45 160.5ACCON-A-006 90 -45 130.5

Bore hole data Intercept Grade

No Signicant Results

No Signicant Results

No Signicant ResultsNo Signicant ResultsNo Signicant Results

ACCON-A-001

ACCON-A-003

130 -45

130 -45

 Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes # Estimated true width is unknown until the orientation of the structure has been established. Accori North B Magnetic data from the airborne geophysics survey carried out by the Corporation in 2006 indicate that the Accori North B and Accori North C targets lie 1.2 kilometres apart on the same east-west orientated structure, which further extends some seven kilometres to the east into the mineralized zone at Aricheng South. Assay data from Phase I drilling at Accori North B are reported in Table 13. The three bore holes drilled in the Accori North B target all intersected a tabular breccia that corresponds with a magnetic anomaly linking the Accori North B and Accori North C targets. No significant uranium mineralization was intersected in holes ACCON-B-001 and 002 with a narrow zone of significant grade in hole ACCON-B-003 (Table 13). The current interpretation of the Accori North B sector is that it may be a low-grade interval between mineralized shoots. A VLF-EM survey is planned to better define the structure of the Accori North B–C sectors of the breccia. Table 13: Phase I – Accori North B Assay Results A summary of assay results from Phase I drilling in the Accori North B target is set forth below.

Hole Bearing (°) Dip (°) Total

Depth (m)From (m) To (m) Interval

(m)

Estimated True Width

(m)U3O8 %

U3O8 % lbs/st

ACCON-B-001 330 -45 154.5ACCON-B-002 330 -45 156.5ACCON-B-003 330 -45 152.0 99.5 101.5 2.0 # 0.097 1.94

No Significant ResultsNo Significant Results

Bore hole data Intercept Grade

Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes # Estimated true width is unknown until the orientation of the structure has been established.

- 27 - U3O8 Corp. 2008 Annual Report  

Accori North C Significant uranium mineralization was encountered in Phase I scout drilling of the Accori North C structure (Table 14). Magnetic data from the 2006 airborne survey indicate that the Accori North B and Accori North C targets lie 1.2 kilometres apart on the same east-west orientated structure, which further extends some seven kilometres to the east into the mineralized zone at Aricheng South. Uranium mineralization in the Accori North C area has been intersected over a distance of 250 metres, to a depth of approximately 125 metres below surface and is open along strike and down dip. Mineralization occurs within a sheet-like breccia that strikes east and dips to the south at approximately 85°. The mineralized breccia varies from 5 metres to 33 metres in width. A further fifteen holes for 3,286 metres were drilled on the Accori North C structure in a Phase II drill program. Assay results from this additional drilling are expected in Q2 2009. Table 14: Phase I – Accori North C Assay Results A summary of significantly mineralized intercepts cut in the Phase I drilling at Accori North C is set forth below.  

Hole Bearing (°)

Inclination (°)

Total Depth (m)

From (m) To (m) Interval

(m)

Estimated true width

(m)U3O8 %

U3O8

lb/st

61.5 68.0 6.5 5.4 0.061 1.2274.0 79.5 5.5 4.6 0.068 1.36

151.7 20.5 29.0 8.5 7.0 0.080 1.60Including 28.0 29.0 1.0 0.8 0.258 5.16

111.5 121.0 9.5 7.9 0.109 2.1833.0 36.0 3.0 2.5 0.074 1.48

102.0 135.5 33.5 27.8 0.083 1.66Including 116.0 129.5 13.5 11.2 0.112 2.24Including 124.5 129.5 5.0 4.1 0.145 2.90

ACCON-C-004 30 -45 211.0 51.0 56.0 5.0 4.1 0.056 1.12116.5 118.5 2.0 1.7 0.081 1.62120.5 127.5 7.0 5.8 0.055 1.10142.0 172.5 30.5 25.3 0.099 1.98

Including 162.0 172.0 10.0 8.3 0.139 2.78

ACCON-C-005 30 -45253.5

ACCON-C-003

10

29.14

30

Intercept GradeBore hole data

-45187.8

-45 130.7

-45

ACCON-C-001

ACCON-C-002

 Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes. Accori South  Results for the first four holes drilled on the Accori South target are listed in Table 15. The bore holes drilled in the Accori South target intersected uranium mineralization in a sheet-like breccia that trends east-southeast and is inclined to the north at approximately 42°. Initial drilling intersected uranium mineralization over a strike distance of 130 metres and to a depth of approximately 80 metres below surface. Mineralization is open along strike and down dip. Two of the bore holes intersected a secondary structure that has an east-northeast orientation and is projected to intersect the principal structure approximately 25 metres east of the easternmost bore hole (ACOS-004). The intersection of the two structures at Accori South constitutes a priority exploration target since a similar structural intersection in the Aricheng South area hosts a mineralized shoot containing elevated uranium grades.

- 28 - U3O8 Corp. 2008 Annual Report  

Table 15: Phase I – Accori South Assay Results A summary of significantly mineralized intercepts cut in the first four holes drilled at Accori South is set forth below.  

Hole Bearing (°)

Inclination (°)

Total Depth

(m)

From (m) To (m) Interval

(m)

Estmated True

Thickness (m)

U3O8 %U3O8

lb/st

ACCOS-001 166.34 -45 91.6 16.0 24.5 8.5 8.5 0.064 1.28ACCOS-002 164.12 -45 91.8 44.5 49.5 5.0 5.0 0.057 1.14

74.0 78.0 4.0 4.0 0.108 2.16110.5 114.0 3.5 3.5 0.059 1.1892.0 97.5 5.5 5.5 0.116 2.32

106.0 110.0 4.0 4.0 0.081 1.62ACCOS-004

165.49

174.27

Intercept GradeBore hole data

121.5

121.6-45

-45ACCOS-003

 Note: lb/st is an abbreviation for pounds per short ton. 1 short ton = 2,000 lbs or 0.907 metric tonnes. Current exploration strategy for basement-hosted uranium U3O8 Corp’s close-spaced drilling on the Aricheng North and Aricheng South structures has demonstrated that uranium is distributed in a coherent manner in mineralized shoots of reasonable grade in two structures in the Kurupung Batholith. The initial resource estimates undertaken on these structures are interim in nature since mineralization in both structures is still open along strike and at depth. U3O8 Corp. intends to periodically update the resource contained in these structures to the extent that mineralization is expanded by further drilling. When further drilling is undertaken on the Aricheng North and Aricheng South structures, it is expected to be at a wider spacing with the objective of efficiently converting metres drilled into in situ pounds of uranium. Furthermore, scout and initial infill drilling on other basement-hosted breccias including Aricheng West, Accori North C and Accori South has demonstrated the potential of the batholith to host other significantly mineralized structures. These exploration drilling results to date suggest a similarity in grade, distribution and geology with sizeable (>50 million pound U3O8) albitite-hosted uranium deposits such as those found in Canada’s Michelin, Australia’s Valhalla and Brazil’s Lagoa Real deposits. Therefore, U3O8 Corp’s focus is now determining whether the mineralized structural system in the batholith, as a whole, has potential for significant size. To this end, the definition of the network of faults and associated alteration zones within and adjacent to the Kurupung Batholith is required in order to determine the extent of a potentially larger mineralized system. Definition of the structural-alteration network is being done with cost-effective field-based magnetic, VLF-EM and radiometric surveys. Structural and radiometric information will then be used to define drill targets within these fault zones. Only when a group of targets has been identified will scout drilling commence in order to minimize overall drill costs. The timing and pace of this drilling will be subject to prevailing market conditions. Drilling will be limited to a few holes in each target in order to confirm the presence of uranium mineralization associated with albite-chlorite-hematite alteration, which is the key alteration halo in albitite-related uranium deposits worldwide.

- 29 - U3O8 Corp. 2008 Annual Report  

Exploration for unconformity-related uranium in the Roraima Basin A key objective of U3O8 Corp’s exploration strategy hinges on the similarity of the Roraima Basin to the prolific Athabasca Basin in Saskatchewan, Canada, and the possibility that the Roraima Basin may host unconformity-related deposits similar to the world-class Cigar Lake and McArthur River mines. Therefore, the Corporation’s exploration approach for unconformity-related targets in the Roraima Basin is consistent with the methods appropriate for the discovery of these uranium deposits in the Athabasca Basin. U3O8 Corp’s initial targets were selected on the basis of the integration of airborne geophysical data acquired in surveys flown by the Corporation in 2006, 2007 and 2008 with regional structural and stratigraphic interpretations. In the Athabasca Basin, the majority of known uranium deposits are located where reactivated fault structures cut graphite-bearing stratigraphic units. U3O8 Corp. has adopted a similar approach in the Roraima Basin by focusing exploration on the intersection between regional faults and potentially carbonaceous components of the basement stratigraphy, combined with data from airborne radiometric surveys. By analogy with deposits in the Athabasca Basin, the largest footprint related to unconformity deposits is the alteration zoning – specific clay minerals that are arranged in roughly concentric shells, like onion skins around the deposit. Clay alteration zones may be several kilometres wide, providing a much larger target for exploration than the deposit itself. Alteration mapping represents an indispensable, cost-effective tool for locating uranium deposits in the Athabasca Basin and hence U3O8 Corp’s focus on alteration studies in the exploration of its targets in the Roraima Basin. There are currently two components to the Corporation’s exploration for unconformity-related uranium mineralization in the Roraima Basin:

• One is the use of archived core, previously drilled by a third party through the Roraima Basin, to

define potential alteration zoning while determining the location of likely basinal and hydrothermal fluid conduits from studies of the stratigraphy of the Basin.

• The second is field-based exploration of radiometric anomalies identified in airborne geophysics. Field work is concentrating on ground radiometric surveys to provide more detail within the airborne anomalies and also to determine which rocks or faults are generating the radiation. Spectral analysis of clay minerals in outcrops associated with the radiometric anomalies is being used to detect alteration zoning within the Roraima Basin. This field-orientated exploration is proving to be a cost-effective and efficient means of defining alteration and geochemical zoning that can provide a vector towards potential uranium mineralization. This field data is being integrated with alteration data from archived core from bore holes that were drilled in the vicinity of the targets.

While scout drilling to locate these alteration haloes was anticipated to be undertaken by the Corporation in late 2008, access to the archived core effectively constitutes a proxy for U3O8 Corp’s initial planned drilling in the Roraima Basin. Therefore, it is considered prudent to complete the integration of field-based exploration with information from the archived core in order to refine the location of specific targets within the original, broader target areas. These targets are being ranked for potential relative to one another, and the highest ranked targets will be drilled in due course. This approach is anticipated to contribute to the success of future drilling of these targets.

- 30 - U3O8 Corp. 2008 Annual Report  

Results to date In 2008, eight initial target areas for unconformity-related mineralization were defined where regional faults intersect potentially graphite-bearing rocks in the basement immediately beneath the Roraima Basin. Some of these targets were supported by radiometric anomalies identified during the Corporation’s 2007 heliborne radiometric survey. The Corporation’s 2008 airborne geophysics survey produced additional target areas where radiometric anomalies lie close to regional faults cutting potentially graphitic basement rocks, or where radiometric anomalies are in the vicinity of bore holes from which archived core shows intense alteration. To date, five initial target areas have been, or are currently being, investigated by U3O8 Corp. for unconformity-related uranium mineralization. Surface exploration work has been conducted on three of the initial targets identified in the 2007 heliborne survey (collectively, “2007 Heliborne Targets”). The first 2007 Heliborne Target, labeled Target 11, is a linear radiometric anomaly, which straddles a fault zone that cuts potentially graphite-generating stratigraphy in the basement beneath the Roraima Basin. Field radiometrics validated that the radiometric anomaly and alteration studies of outcrop confirmed the presence of alteration minerals, illite and chlorite. Rock-chip sampling further identified slightly elevated levels of several pathfinder elements that, like illite and chlorite, are commonly associated with uranium mineralization in the Athabasca Basin. Target 11 will be ranked against other unconformity targets to determine the order in which targets will be drill-tested. Field exploration of the other two 2007 Heliborne Targets failed to confirm the airborne radiometric anomalies. In addition, rock-chip sampling did not detect significant levels of pathfinder elements that are commonly zoned around uranium mineralization in the Athabasca Basin. It was concluded that the radiometric anomalies were due to a mass effect caused by the escarpment of the Roraima Basin itself. These negative results led to the downgrading of other radiometric anomalies defined in the 2007 heliborne survey, and provided a better understanding of the means by which other targets areas may be more efficiently evaluated in the Roraima Basin. Archived core from a number of the bores holes previously drilled through the Roraima Basin are located near the remaining five 2007 Heliborne Targets. Alteration analysis of this archived core is underway and provides a cost-effective means to define the most prospective parts of these wider target areas. Two initial targets identified in the 2008 geophysics survey (collectively “2008 Geophysics Targets”) are currently being evaluated. The first 2008 Geophysics Target, named Target 20, is a strong radiometric anomaly elongated along a regional fault structure near the base of the Roraima Basin. Target 20 is undergoing field work, which includes ground radiometric surveys and rock-chip sampling designed to identify possible alteration and associated metal zoning. Field results are pending. A second 2008 Geophysics Target, labeled Target 21, has been identified on the basis of the integration of alteration minerals (illite and chlorite) found in archived core from a bore hole that was drilled adjacent to a regional fault that can be traced beneath the Roraima Basin in magnetic data from the 2008 survey. Radiometric anomalies in the vicinity of the bore hole may be due to radioactive leakage along faults and fractures and may be related to mineralization at depth. Target 21 will undergo field assessment in due course. Evaluation of other radiometric anomalies identified in the 2008 airborne geophysics is ongoing, as are more detailed studies of alteration in the archived core. As work on each target is completed, it will be prioritized in terms of potential against the other targets for unconformity-related mineralization to determine the next step for each target. Drilling of the targets with the most potential will commence in due course as the financial markets stabilize.

- 31 - U3O8 Corp. 2008 Annual Report  

Land Tenure and Permitting Reconnaissance permits Permit A was granted to Prometheus Guyana on November 28, 2005, and provides permission to carry out geological, geophysical and other surveys within an area of approximately 579,417 hectares located in the Cuyuni/Mazaruni and Potaro Mining Districts of Guyana, and excludes mining areas lawfully occupied or applied for prior to September 22, 2005, navigable rivers and Amerindian lands. Permit A initially provided Prometheus Guyana with the right to explore the Permit A area for uranium for three years commencing November 23, 2005, by undertaking geological, geochemical and geophysical surveys. On September 2, 2008, Prometheus Guyana was granted a one-year extension to the term of Permit A by the Guyana Geological and Mines Commission (“GGMC”). Permit A is now valid until November 23, 2009. In connection with Permit A, Prometheus Guyana was obligated to pay to the Government of Guyana in advance, a non-refundable fee of US$15,000 for the first year (paid), US$20,000 for the second year (paid), US$30,000 for the third year (paid) and US$40,000 for the fourth year (paid). Permit A grants Prometheus Guyana the right to apply to the GGMC for up to 15 prospecting licenses (each consisting of areas of approximately 202 hectares to approximately 4,856 hectares in extent) for radioactive minerals and rare earth elements, provided that it has satisfied the requirements stipulated by the GGMC in the granting of Permit A. Permit B was granted to Prometheus Guyana on June 1, 2006, and provides permission to carry out geological, geophysical, geochemical and other exploration-related surveys within an area of approximately 746,309 hectares located in the Potaro, Cuyuni/Mazaruni and Rupununi Mining Districts of Guyana, excluding mining areas lawfully occupied or applied for prior to May 2, 2006, and navigable rivers. With respect to the Amerindian lands, the permit provides for exploration to be undertaken in these areas with the consent of the Amerindian owners of that land. Permit B initially provided Prometheus Guyana with the right to explore the Permit B area for three years commencing May 31, 2006, for radioactive minerals and rare earth elements, which includes uranium. On September 2, 2008, Prometheus Guyana was granted a one-year extension to the term of Permit B by the GGMC. Permit B is now valid until May 31, 2010. In connection with Permit B, Prometheus Guyana was obligated to pay to the Government of Guyana in advance, a non-refundable fee of US$25,000 for the first year (paid), US$35,000 for the second year (paid), US$50,000 for the third year (paid) and US$40,000 for the fourth year (paid). Permit B grants Prometheus Guyana the right to apply to the GGMC for up to 20 prospecting licenses (each consisting of areas of approximately 202 hectares to approximately 4,856 hectares in extent) for radioactive minerals and rare earth elements, provided that it has satisfied the requirements set out by the GGMC in the granting of Permit B. Prospecting licenses In 2008, the Corporation acquired its first Prospecting License, the Aricheng Prospecting License (PL 12/2008), within the Permit A area in Guyana. The required bond was posted on April 21, 2008 and the signed license was received on May 8, 2008. On December 18, 2008, four additional Prospecting Licenses were approved for other areas of the Kurupung Batholith within the Permit A area, and the signed licenses have been received, effective March 12, 2009.

- 32 - U3O8 Corp. 2008 Annual Report  

The Prospecting Licenses grant the Corporation the exclusive right to explore for uranium, other radioactive and rare earth minerals in the respective area of each license. The licenses are conditional on annual rental payments over a license’s three-year tenure, and a work commitment in the first year. Details of each granted license are set out in Table 15 below. Applications have also been submitted for five Prospecting Licenses within the Permit B area. Table 15: Prospecting Licenses for Permit A Area A summary of the five Prospecting Licenses granted within the Permit A area.

Acres Hectares

PL 12/2008 May 8, 2008 Aricheng, Mid-Mazaruni 12,180 4,929 $25,578 $355,500PL 02/2009 March 12, 2009 Karin River, Mazaruni 12,344 4,995 $25,922 $80,000PL 03/2009 March 12, 2009 Illiwa River, Mazaruni 11,517 4,661 $24,186 $80,000PL 04/2009 March 12, 2009 Haiamatun Creek, Mazaruni 11,907 4,819 $25,005 $80,000PL 05/2009 March 12, 2009 Aroka Mountain, Mazaruni 12,386 5,012 $26,011 $80,000

(in US$)

Prospecting Licenses - Permit "A" Area

SizeReference No. Location

Aggregate 3-Year Rental Fees

First Year Work

CommitmentEffective Date

  Search and rescue in process for missing plane conducting geophysics survey for U3O8 Corp. On November 3, 2008, U3O8 Corp. announced that an aircraft that was contracted to undertake a geophysical survey in Guyana for Prometheus Guyana was reported missing with three people on board. To date, search efforts are ongoing, and further updates will be provided as soon as there are any material developments. Summary Results obtained from Phase I, II and III drilling on the Aricheng North and Aricheng South targets were used for the first interim resource estimate on basement-hosted, or albitite-hosted, uranium mineralization in the Kurupung Batholith. Due to current market conditions, U3O8 Corp. is conserving cash by scaling back on exploration expenditures until such time as the capital markets stabilize. To this end, further drilling in 2009 has been put on hold. The Corporation will now focus on relatively low cost field-based exploration involving magnetic, VLF-EM and radiometric surveys to define the network of faults and associated alteration zones within and adjacent to the Kurupung Batholith in order to determine the extent of a potentially larger mineralized system. In addition, an intensive reconnaissance exploration effort is underway for unconformity-related deposits associated with the Roraima Basin. Field work on specific unconformity targets will continue to focus on identifying alteration zones to home in on the most prospective parts of wider target areas. There is no guarantee that the Corporation will discover an economic uranium resource from the above- mentioned activities. U3O8 Corp’s performance will be largely tied to the outcome of the exploration program in Guyana.

- 33 - U3O8 Corp. 2008 Annual Report  

Technical Disclosure Rick Cleath, Vice President of U3O8 Corp., and Richard Spencer, President, Chief Executive Officer and Director of the Corporation, are both “qualified persons” within the definition of that term in National Instrument 43-101. Mr. Cleath has supervised the preparation of, and verified, all technical information related with the Corporation’s exploration activities in Guyana, South America. All technical disclosure presented in this MD&A was prepared under the supervision of Dr. Spencer. Environmental Protection All phases of the Corporation’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. In particular, the Corporation is subject to the "Guyana Environmental Protection Act No. 11 of 1996" of the Country of Guyana (the “Guyana Act”) which regulates the management, conservation, protection and improvement of the environment, the prevention/control of pollution, the assessment of economic development and the sustainable use of natural resources. This legislation also mandated the creation of the Guyana Environmental Protection Agency (the “EPA”) to implement compliance with the Guyana Act. The Guyana Act establishes a wide range of sanctions for violations of its provisions, as well as directions by the EPA that are necessary for the implementation of any obligations of the country of Guyana under any treaty or international law relating to environmental protection. These sanctions include, but are not limited to: • monetary fines (if the offender has benefited monetarily from the violation, a court may impose an

additional fine in an amount equal to the court’s estimation of the amount of monetary benefits. To expedite payment, authorized officers of the EPA can offer the option of discharging liabilities in consideration of the offender making immediate payment to the EPA equal to two-thirds of the minimum penalty prescribed);

• suspension, cancellation, or revocation of a permit or authorization; • order to cease (or make no changes to) construction, operation, or other activities; • prohibition notices (similar to an injunction); • mandating actions to prevent, correct, mitigate, restore, or otherwise address environmental harm

within a specified time; and • community service. An Environmental Permit must be obtained from the EPA in order to place a mineral property in Guyana into production, as well as in certain other circumstances such as the extraction and conversion of mineral resources as well as any other project that may significantly affect the environment. The Corporation is abiding by, and working according to, the requirements of applicable environmental legislation and, to date, this compliance has had no material financial or operational effects upon the operations of the Corporation. See “Risk Factors – Environmental Risks and Hazards” below.

- 34 - U3O8 Corp. 2008 Annual Report  

Environmental Liabilities The Corporation is not aware of any environmental liabilities or obligations associated with the Corporation’s Reconnaissance Permits or Prospecting Licenses. The Corporation is conducting its operations in a manner that is consistent with governing environmental legislation. Overall Objective The Corporation’s business objective is to explore, develop and acquire uranium projects in the Americas. The Corporation is in the process of exploring the land area assigned by the Reconnaissance Permits and Prospecting Licenses and has not yet determined whether the land area contains an economic uranium deposit. The recoverability of exploration expenditures to date is dependent upon: the selling price of uranium at the time the Corporation intends to mine its properties; the existence of economically recoverable reserves; the ability of the Corporation to obtain the necessary financing to complete exploration and development; government policies and regulations; and future profitable production or proceeds from disposition of such properties. To date, U3O8 Corp. has released an initial uranium resource on the first of its basement-hosted targets, but has not discovered an economic deposit. While discovery of uranium-bearing structures may result in substantial rewards, it should be noted that few properties that are explored are ultimately developed into producing mines. The Corporation believes that although the exploration of its existing projects is positive, exploration, in general, is uncertain. As a result, the Corporation believes that by acquiring additional properties, it is able to better minimize overall exploration risk. There are no assurances that acquisitions will be made by the Corporation. In conducting its search for additional properties, the Corporation may consider acquiring properties that it considers prospective based on criteria such as the exploration history of the properties, the location of the properties, or a combination of these and other factors. Risk factors to be considered in connection with the Corporation’s search for and acquisition of additional properties include the significant expenses required to locate and establish mineral reserves; the fact that expenditures made by the Corporation may not result in discoveries of commercial quantities of minerals; environmental risks; regulatory risks; risks associated with land title; the competition faced by the Corporation; and the potential failure of the Corporation to generate adequate funding for any such acquisitions. See also “Risk Factors” below. Selected Annual Financial Information The following is selected financial data derived from the audited consolidated financial statements of the Corporation at December 31, 2008, 2007 and 2006 and for the years ended December 31, 2008, 2007 and 2006. Year ended

December 31, 2008

Year ended December 31,

2007

Year ended December 31,

2006 Net (loss) $(11,343,683) $(6,671,783) $(2,716,495)Net (loss) per share (basic and diluted)

$(0.49) $(0.29) $(0.29)

As at December 31,

2008

As at December 31,

2007

As at December 31,

2006 Total assets $13,150,379 $24,258,224 $28,979,967

- 35 - U3O8 Corp. 2008 Annual Report  

• The net loss for the year ended December 31, 2008, consisted primarily of (i) Guyana exploration expenditures of $9,675,939; (ii) professional fees of $601,748; (iii) amortization of $466,119; (iv) management compensation of $444,517; and (v) other working capital expenditures incurred to maintain the operations of the Corporation. These amounts were offset by (i) interest income of $496,456; and (ii) a foreign exchange gain of $553,947.

• The net loss for the year ended December 31, 2007, consisted primarily of (i) Guyana exploration

expenditures of $4,749,779; (ii) directors’ stock-based compensation of $842,277; (iii) management compensation of $533,988; and (iv) other working capital expenditures incurred to maintain the operations of the Corporation. These amounts were offset by interest income of $994,912.

• The net loss for the year ended December 31, 2006, consisted primarily of (i) Guyana exploration

expenditures of $1,498,375; (ii) directors’ stock-based compensation of $349,456; (iii) business development expense of $214,262; and (iv) other working capital expenditures incurred to maintain the operations of the Corporation. These amounts were offset by interest income of $17,226.

• As the Corporation presently has no revenue, its ability to fund its operations is dependent upon its

ability to secure financing through equity or the sale of assets. The value of any resource property asset is dependent upon the existence of economically recoverable mineral reserves, the ability to obtain the necessary financing to complete exploration and development, and the future profitable production or proceeds from disposition of such properties. See “Trends” above and “Risk Factors” below.

 Summary of Quarterly Results

Three Months Ended (*) Net loss

$

Basic and diluted loss per share

$ 2008-December 31 (2,463,717) (1) (0.11)

2008-September 30 (3,476,546) (2) (0.15)2008-June 30 (3,329,067) (3) (0.14)

2008-March 31 (2,074,353) (4) (0.09)2007-December 31 (1,939,890) (5) (0.08)

2007-September 30 (2,014,826) (6) (0.09)2007-June 30 (1,468,745) (7) (0.06)

2007-March 31 (1,248,322) (8) (0.06) (*) The Corporation did not have any income (loss) before discontinued operations or extraordinary items for each period presented. Notes: (1) Net loss of $2,463,717 principally related to exploration expenditures in Guyana in the amount of

$2,369,633 (excluding stock-based compensation of $29,549). All other expenses relate to general working capital purposes and management and director compensation. All expenses were offset by interest income of $76,195 and a foreign exchange gain of $475,024.

(2) Net loss of $3,476,546 principally related to exploration expenditures in Guyana in the amount $3,022,489 (excluding stock-based compensation of $34,850). All other expenses relate to general working capital purposes and management and director compensation. All expenses were offset by interest income of $89,616.

- 36 - U3O8 Corp. 2008 Annual Report  

(3) Net loss of $3,329,067 principally related to exploration expenditures in Guyana in the amount

$2,470,121 (excluding stock-based compensation of $60,845) and professional fees of $376,372, which included additional fees for the Corporation’s successful defence against Aberdeen International Inc.’s attempt to take control of the Corporation at the 2008 Annual and Special Meeting. In addition, net loss also included business development of $180,187, which included hiring an outside consulting firm to review potential acquisitions and joint ventures in the Americas. All other expenses relate to general working capital purposes and management and director compensation. All expenses were offset by interest income of $146,325.

(4) Net loss of $2,074,353 principally related to a vesting amount of $101,276 regarding 1,960,000

stock options that were issued on December 15, 2006, 90,000 stock options that were issued on March 6, 2007 and 300,000 stock options issued on January 15, 2008; and exploration expenditures in Guyana in the amount $1,676,755 (excluding stock-based compensation of $11,697). All other expenses relate to general working capital purposes and management and director compensation. All expenses were offset by interest income of $184,320.

(5) Net loss of $1,939,890 principally related to a vesting amount of $200,031 regarding 1,960,000

stock options that were issued on December 15, 2006, and 90,000 stock options that were issued on March 6, 2007; and exploration expenditures in Guyana in the amount $1,568,109 (excludes stock-based compensation of $72,329). The Corporation’s net loss also included a $172,000 payment to the former Chief Executive Officer as part of his compensation package for his departure from the Corporation. All other expenses relate to general working capital purposes and management and director compensation. All expenses were offset by interest income of $239,025.

(6) Net loss of $2,014,826 principally related to a vesting amount of $264,868 regarding 1,960,000

stock options that were issued on December 15, 2006, and 90,000 stock options that were issued on March 6, 2007; and exploration expenditures in Guyana in the amount $1,141,766 (excludes stock-based compensation of $96,568). All other expenses relate to general working capital purposes and management and director compensation. All expenses were offset by interest income of $241,456.

(7) Net loss of $1,468,745 principally related to a vesting amount of $472,734 regarding 1,960,000

stock options that were issued on December 15, 2006, and 90,000 stock options that were issued on March 6, 2007; and exploration expenditures in Guyana in the amount $904,692 (excludes stock-based compensation of $136,130). All other expenses relate to general working capital purposes and management and director compensation. All expenses were offset by interest income of $257,354.

(8) Net loss of $1,248,322 principally related to a vesting amount of $633,612 regarding 1,960,000 stock options that were issued on December 15, 2006, and 90,000 stock options that were issued on March 6, 2007; and exploration expenditures in Guyana in the amount $594,879 (excludes stock-based compensation of $235,306). All other expenses relate to general working capital purposes and management and director compensation. All expenses were offset by interest income of $257,077.

- 37 - U3O8 Corp. 2008 Annual Report  

Results of Operations Year ended December 31, 2008, compared with year ended December 31, 2007 The Corporation’s net loss totalled $11,343,683 for the year ended December 31, 2008, with basic and diluted loss per share of $0.49. This compared with a net loss of $6,671,783 with basic and diluted loss per share of $0.29 for the year ended December 31, 2007. The increase of $4,671,900 in net loss for fiscal 2008 compared to fiscal 2007 was principally due to: • Guyana exploration expenses (excluding stock-based compensation) increased by $5,329,552 for

the year ended December 31, 2008, compared to 2007. This increase in exploration activity can be attributed to the Corporation complying with its recommended work program as disclosed in the Corporation’s prospectus dated December 15, 2006, and advancing two mineralized areas to resource estimation;

• An offsetting decrease of $1,263,652 in stock-based compensation during the year ended

December 31, 2008, compared with the same period in 2007, was mainly due to (i) cancellation and forfeiture of 780,000 stock options of which 191,250 were cancelled before they vested; and (ii) timing of stock-based compensation depends on the date of issue and the vesting term of the options granted. During the year ended December 31, 2008, vesting of the December 15, 2006, option issue had a reduced Black-Scholes impact on expenses compared with the same period last year. Users of the Corporation’s financial information should be cautious of the valuation of stock-based compensation since its calculation is subjective and can impact operating results significantly;

• Independent directors’ compensation expense for the year ended December 31, 2008, was $60,112 (year ended December 31, 2007 - $50,882). This was a result of the new structure of directors’ compensation in 2008 where four directors of the Corporation were paid $10,000 per annum with the Chairman receiving an additional $12,000 per annum and the Audit Chair receiving an additional $6,000 per annum;

• Investor relations expense (excluding stock-based compensation) for the year ended December 31,

2008, was $267,792 (year ended December 31, 2007 - $162,052). The increase of $105,740 resulted mainly from the addition of the Vice President, Investor Relations;

• Professional fees increased by $261,278 (excluding stock-based compensation) during the year

ended December 31, 2008, compared with the same period in 2007. This increase resulted from the Corporation’s successful defence against Aberdeen International Inc.’s attempt to take control of the Corporation. These expenditures were incurred prior to and during the 2008 Annual and Special Meeting of the Corporation;

• Business development expense increased by $158,500 during the year ended December 31, 2008,

compared with the same period in 2007. The increased amount resulted from the Corporation hiring an outside consulting firm to review potential acquisitions and joint ventures in the Americas. Due to current market conditions, the consulting firm and U3O8 Corp. have decided to terminate the relationship until market conditions improve;

- 38 - U3O8 Corp. 2008 Annual Report  

• Management compensation expense (excluding stock-based compensation) for the year ended

December 31, 2008, was $379,521 (year ended December 31, 2007 - $416,805). Included in fiscal 2007 was remuneration for the former Chief Executive Officer and the Chief Financial Officer as well as an amount of $172,000 paid to the former Chief Executive Officer as part of his compensation package for his departure from the Corporation. In fiscal 2008, management compensation consisted of remuneration paid to the new Chief Executive Officer, former Chief Executive Officer and the Chief Financial Officer;

• Administrative and general costs increased by $96,183 during the year ended December 31, 2008,

compared with the same period in 2007. This increase was primarily due to regulatory requirements and corporate activity. The Corporation continues to assess these costs to ensure that cost-effective choices are being made;

• Foreign exchange gain increased by $726,498 during the year ended December 31, 2008,

compared with the same period in 2007. The increase in foreign exchange gain can be attributed to increased transactions in Guyana and the US dollar exchange rate fluctuations; and

• The increases in expenses during the year ended December 31, 2008, were further augmented by

a decrease in interest income of $498,456. The Corporation earned interest on liquid fixed income securities from funds raised from the initial public offering, which occurred in December 2006.

Three months ended December 31, 2008, compared with three months ended December 31, 2007 The Corporation’s net loss totalled $2,463,717 for the three months ended December 31, 2008, with basic and diluted loss per share of $0.11. This compared with a net loss of $1,939,890 with basic and diluted loss per share of $0.08 for the three months ended December 31, 2007. The increase of $523,827 in net loss was principally due to: • Guyana exploration expenses (excluding stock-based compensation) increased by $801,524 for the

three months ended December 31, 2008, compared with the same period in 2007. This increase in exploration activity can be attributed to the Corporation complying with its recommended work program as disclosed in the Corporation’s prospectus dated December 15, 2006, as well as undertaking resource estimates on two mineralized areas;

• A decrease of $59,190 in stock-based compensation during the three months ended December 31,

2008, compared with the same period in 2007, was mainly due to the timing of stock-based compensation depending on the date of issue and the vesting term of the options granted. During the three months ended December 31, 2008, vesting of the December 15, 2006, option issue had a reduced Black-Scholes impact on expenses compared with the same period last year. Users of the Corporation’s financial information should be cautious of the valuation of stock-based compensation since its calculation is subjective and can impact operating results significantly;

• Investor relations expense (excluding stock-based compensation) for the three months ended

December 31, 2008, was $51,916 (three months ended December 31, 2007 - $37,135). The increase of $14,781 resulted mainly from the addition of the Vice President, Investor Relations;

• Management compensation expense (excluding stock-based compensation) for the three months

ended December 31, 2008, was $73,000 (three months ended December 31, 2007 - $232,504). The decrease of $159,504 resulted from a payment in 2007 in the amount of $172,000 to the former Chief Executive Officer as part of his compensation package for his departure from the Corporation;

- 39 - U3O8 Corp. 2008 Annual Report  

• Administrative and general costs decreased by $28,056 during the three months ended December 31, 2008, compared with the same period in 2007. The decrease was due to the timing of these expenses. The Corporation continues to assess these costs to ensure that cost-effective choices are being made;

• Foreign exchange gain increased by $262,468 during the three months ended December 31, 2008,

compared with the same period in 2007. The increase in foreign exchange can be attributed to increased transactions in Guyana and the US dollar exchange rate fluctuations; and

• The increases in expenses during the three months ended December 31, 2008, were further

augmented by a decrease in interest income of $162,830. The Corporation earned interest on liquid fixed income securities from funds raised from the initial public offering, which occurred in December 2006.

Exploration Activities (a) Use of proceeds from final prospectus dated December 15, 2006 The Corporation through its subsidiary, Prometheus Guyana, concentrated its efforts in fiscal 2008 on uranium exploration in its Reconnaissance Permits in Guyana. In order for the uranium properties to be proven to be potentially profitable, the asset must be developed into a resource to which economic parameters are applied in order to determine what part of the resource could be extracted at a profit. The economically viable part of the uranium resource constitutes a reserve. In order to fund exploration for uranium, the Corporation filed a final prospectus dated December 15, 2006, and raised net proceeds of $30,509,229. That prospectus envisioned exploration being divided into two components: Component 1 being exploration for basement-hosted uranium and Component 2 being exploration for unconformity-related uranium in the Roraima Basin. Component 1 – exploration for basement-hosted uranium Component 1 envisaged Phase I exploration to concentrate on the immediate vicinity of the area in which Cogema had identified uranium in prior reconnaissance. Phase I planned to include field-based work, airborne geophysics, ground geophysical surveys, mapping, trenching and “Phase I” or scout drilling that was designed to confirm the presence of uranium in specific target areas. The Phase I program has been completed. U3O8 Corp’s exploration in the vicinity of the uranium discoveries made by Cogema has gone far beyond the work originally contemplated in Phase I, to the extent that the Corporation has released an initial resource estimate for two of the targets. Due to the difficult and unpredictable current market conditions, the Corporation has decided to suspend further drilling of targets defined in Phase I. As market conditions improve, the Corporation will have the option of restarting relatively tight-spaced drilling with the aim of increasing the initial resource. Phase II exploration was envisaged to extend the work described in Phase I to areas outside of the original discoveries by Cogema. This Phase II exploration is currently underway with an emphasis on field-based geophysical surveys that are relatively inexpensive to conduct. Scout drilling of targets identified in Phase II exploration will be postponed until market conditions improve.

- 40 - U3O8 Corp. 2008 Annual Report  

Component 2 – exploration for unconformity-related uranium in the Roraima Basin Phase I exploration of the Roraima Basin planned to include compilations of available data and was to rely on studies of core available from prior drilling in the basin. Due to access to prior core only having been granted to the Corporation in December 2008, Phase I exploration in the Roraima Basin is ongoing at this time. Phase II exploration in the Roraima Basin involves follow-up of targets identified during the integration of multiple data sets, including airborne geophysics programs. This work is currently underway in parallel with Phase I work on available core from prior drilling. The Corporation’s proposed and actual use of proceeds further to its disclosed use of proceeds as set out in its final prospectus dated December 15, 2006, less adjustments on December 13, 2007, is outlined below: (a) Recommended work program

Use of Proceeds Actual Costs (‘000’)

Recommended Program (‘000’)

Over (Under) Expenditures

(‘000’)

Complete Phase I and Phase II of the recommended exploration programs for the Reconnaissance Permits “A” and “B” (i) $15,100 $11,600 $3,500

(i) For fiscal 2008, the Corporation incurred $9,538,998 (fiscal 2007 - $4,209,446) in exploration expenditures in furtherance of the recommended work programs in Guyana. These amounts exclude stock-based compensation.

(b) Optional expenses to fund future growth plans

Use of Proceeds Actual Costs (‘000’)

Recommended Program

(‘000’)

Revised Recommended Program

(‘000’)

Optional expenses to fund future growth plans (i) $360 $760 $nil

(i) The Corporation has revised its optional expenses to fund future growth plans to $nil due to current economic conditions. The Corporation’s plans of spending $400,000 on: (i) helicopter support to perform exploratory work on the Permit B area ($150,000); (ii) investor relations and business development ($200,000); and (iii) contingencies ($50,000) in future periods have been suspended until market conditions improve.

- 41 - U3O8 Corp. 2008 Annual Report  

(b) Budget for Calendar 2009 Following is a summary of the plans related to the Corporation’s operations in calendar 2009.

Cost Category

Plans for Project

Planned expenditures

for fiscal 2009

Expendituresto date

Remaining

Expenditures

Timing for

Completion of Planned Activities

Guyana Operations

Economical

field-based and intensive

reconnaissance exploration

$3,500,000 (1)(3)

$nil

$3,500,000

December 2009

Canadian

Operations

Head office

costs (2)

$1,500,000 (1)

$nil

$1,500,000

December 2009

(1) Discretionary expense, subject to change if management decides to scale back operations or accelerate exploration;

(2) Head office costs include professional fees, business development, management compensation, investor relations, administrative and general, consulting fees, reporting issuer costs and director fees in Canada; and

(3) Includes budgets for five Prospecting Licenses for uranium and other radioactive and rare earth minerals.

Liquidity and Capital Resources The activities of the Corporation, principally the exploration and acquisition of properties for uranium, are financed through the completion of equity transactions such as equity offerings and the exercise of stock options and warrants. During fiscal 2008, the Corporation did not have any equity transactions. There is no assurance that equity capital will be available to the Corporation in the amounts or at the times desired by the Corporation or on terms that are acceptable to the Corporation, if at all. See “Risk Factors” below. Accounts payable and accrued liabilities decreased to $516,921 at December 31, 2008, compared to $588,676 at December 31, 2007, primarily due to payments related to accruals for exploration expenditures. The Company’s cash and cash equivalents as at December 31, 2008, was sufficient to pay these liabilities. As of December 31, 2008, the Corporation had met its capital commitment obligations to keep its Reconnaissance Permits and Prospecting Licenses in good standing. The Corporation plans to incur approximately $5,000,000 in budgeted expenditures in 2009. These expenditures are not committed and are discretionary in nature. See “Results of Operations” above.

- 42 - U3O8 Corp. 2008 Annual Report  

These expenditures are subject to change if management decides to scale back operations in Guyana or accelerate exploration in Guyana. At December 31, 2008, the Corporation had $11,401,241 in cash and cash equivalents and guaranteed investment certificates, compared with $22,515,045 at December 31, 2007. Working capital as of December 31, 2008, was $11,163,247 compared with $22,030,379 at December 31, 2007. The decrease was mainly due to exploration expenditures in Guyana in the amount of $9,538,998 (excluded stock-based compensation), the additions to property and equipment in the amount of $297,161 and funds spent on operating costs. The decrease was offset by interest income received during fiscal 2008 in the amount of $496,456. The Corporation earned interest on guaranteed investment certificates from funds raised from the initial public offering, which occurred in December 2006. U3O8 Corp. is a uranium exploration company without operating revenues; and therefore, the Corporation must utilize its current cash reserves, income from investments, funds obtained from the exercise of stock options and other financing transactions to maintain its capacity to meet the planned exploration in Guyana, or to fund any further development activities. See “Risks Factors” below. As of December 31, 2008, the Corporation had 23,057,700 common shares issued and outstanding and 1,845,000 options outstanding which would raise $3,754,700 if exercised in full. Exercise of these options is not anticipated until the market value of U3O8 Corp’s common shares recovers. See “Trends” above. The Corporation continues to be debt free and its credit and interest rate risk is limited to interest bearing assets of cash and guaranteed investment certificates. Accounts payable and accrued liabilities are short-term and non-interest bearing. The Corporation’s liquidity risk with financial instruments is minimal as excess cash is invested with major Canadian chartered banks in bank-backed guaranteed investment certificates. In addition, accounts receivable are composed mainly of federal Goods and Services Tax (Canada) recoveries. The funds on hand are adequate to meet the Corporation’s ongoing discretionary exploration program as currently proposed. (See “Results of Operations” above). However, the Corporation will require additional funds from equity sources to complete the development of the project in Guyana, if warranted. See “Risks Factors” below. The Corporation’s liabilities and obligations to fiscal 2011 are summarized below: Table – Liabilities and obligations Details Total 1st

year 2nd year

3rd Year

Accounts payable and accrued liabilities

$516,921 $516,921 n/a n/a

Guyana operations (a)(b) $3,500,000 per year

$3,500,000 n/a n/a

Canadian operations (a)(c) $1,500,000 per year

$1,500,000 $1,500,000 $1,500,000

Total $5,516,921 $1,500,000 $1,500,000

(a) See “Results of Operations” above. 

- 43 - U3O8 Corp. 2008 Annual Report  

(b) The Corporation has not committed to a budget to fiscal 2010 or fiscal 2011 due to difficult and unpredictable current market conditions. 

(c) The Corporation has a discretionary budget of $1,500,000 per year for its Canadian head office costs. This may be subject to change depending on future market conditions.   

Management believes that the Corporation’s cash and cash equivalents are sufficient to meet its committed and discretionary exploration and operating activities for fiscal 2009 at current operating levels. The financial position of the Corporation beyond fiscal 2009 is difficult to predict given the current market conditions. The Corporation expects to have adequate financial resources in fiscal 2010, given current discretionary budgetary requirements, but it will have to evaluate its current strategy as it progresses through fiscal 2009 to determine the future direction of the Corporation. Related Party Transactions

The Chief Financial Officer, Carmelo Marrelli, is a partner in Marrelli & Drake Corporate Services (“M&D”), a firm providing corporate secretarial and accounting services to the Corporation. During the year ended December 31, 2008, the Corporation expensed $44,190 (year ended December 31, 2007 - $48,887) for services rendered by M&D. In addition, at December 31, 2008, this firm was owed $11,436 (December 31, 2007 - $11,549) and this amount was included in accounts payable and accrued liabilities. This transaction is in the normal course of operations and is measured at the exchange value (the amount established and agreed to by the related parties). Off-Balance Sheet Arrangements As of the date of this filing, the Corporation does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Corporation, including, and without limitation, such considerations as liquidity and capital resources. Proposed Transactions There are no proposed transactions of a material nature being considered by the Corporation. However, the Corporation continues to evaluate properties and corporate entities that it may acquire in the future. See “Overall Objective” above. Critical Accounting Estimates  The preparation of the Corporation’s audited consolidated financial statements requires management to make certain estimates that affect the amounts reported in the financial statements. The accounting estimates considered to be significant are the valuation of its Reconnaissance Permits and Prospecting Licenses and stock-based compensation. The accounting policy of expensing exploration costs to date does not necessarily relate to the future economic value of the exploration properties. The valuation of its Reconnaissance Permits and Prospecting Licenses is dependent entirely upon the discovery of economic uranium deposits.   The Corporation uses the Black-Scholes model to determine the fair value of options and warrants. The main factor affecting the estimates of stock-based compensation is the stock price volatility used. The Corporation uses historical price data and comparables in the estimate of the stock price volatility.

- 44 - U3O8 Corp. 2008 Annual Report  

Other items requiring estimates for the audited consolidated financial statements are accounts receivable, amortization of property and equipment, accounts payable and accrued liabilities and future income taxes. Change in Accounting Policies During the year ended December 31, 2008, the Corporation adopted the following new accounting policies: Capital Disclosures Handbook Section 1535 specifies the disclosure of: (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. Financial Instruments Handbook Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments – Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks. Amendments to Section 1400 – General Standards of Financial Statement Presentation

In June 2007, the CICA amended Handbook Section 1400, Going Concern, to include additional requirements to assess and disclose an entity’s ability to continue as a going concern. Section 1400 is effective for interim and annual reporting periods beginning on or after January 1, 2008. Mining Exploration Costs On March 27, 2009, the Emerging Issues Committee of the CICA approved an abstract EIC-174 Mining Exploration Costs, which provides guidance on capitalization of exploration costs related to mining properties in particular, and on impairment of long-lived assets in general. The Corporation has applied this new abstract for the year ended December 31, 2008, and there was no significant impact on its consolidated financial statements as a result of applying this abstract. Future Accounting Changes

Goodwill and Intangible Assets In February 2008, the CICA issued Section 3064 Goodwill and Intangible Assets, replacing Section 3062 Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs. The new Section is applicable to financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Corporation will adopt the new standards for its fiscal year beginning January 1, 2009. Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill impairment are unchanged from the standards included in the previous Section 3062. The Corporation has not yet determined the effect this new standard will have on its financial position and results of operations.

- 45 - U3O8 Corp. 2008 Annual Report  

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

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

Management of Capital When managing capital, the Corporation’s objective is to ensure the entity continues as a going concern as well as to achieve optimal returns to shareholders and benefits for other stakeholders. Management adjusts the capital structure as necessary in order to support the acquisition, exploration and development of uranium resource assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Corporation's management team to sustain the future development of the business. The Corporation considers its capital to be equity, which comprises share capital, warrants, contributed surplus and accumulated deficit, which at December 31, 2008, totaled $12,633,458 (2007 - $23,669,548). The Corporation invests all capital not required for its immediate needs in short-term, liquid and highly rated financial instruments, such as cash and other short-term guaranteed deposits, all held with major Canadian financial institutions. The Corporation is currently attempting to identify a uranium resource; as such, the Corporation is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Corporation will spend its existing working capital and raise additional amounts as needed. The Corporation will continue to assess new uranium properties and seek to acquire an interest in additional uranium properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

- 46 - U3O8 Corp. 2008 Annual Report  

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Corporation, is appropriate. There were no changes in the Corporation's approach to capital management during the year ended December 31, 2008. The Corporation is not subject to externally imposed capital requirements. Financial Instruments The Corporation’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate, foreign exchange rate, and uranium price risk). Risk management is carried out by the Corporation's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management. Credit risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Corporation's credit risk is primarily attributable to cash and cash equivalents, accounts receivable and restricted cash. Cash and cash equivalents and restricted cash are held with major Canadian chartered banks, from which management believes the risk of loss to be minimal. Financial instruments included in accounts receivable and deposits consist of sales tax receivable from government authorities in Canada and deposits held with service providers. Accounts receivable are in good standing as of December 31, 2008. Management believes that the credit risk concentration with respect to financial instruments included in accounts receivable is minimal. Liquidity risk The Corporation's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At December 31, 2008, the Corporation had a cash and cash equivalents balance of $6,781,440 (December 31, 2007 - $2,754,464) to settle current liabilities of $516,921 (December 31, 2007 - $588,676). All of the Corporation's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. Market risk (a) Interest rate risk The Corporation has cash balances and no interest-bearing debt. The Corporation's current policy is to invest excess cash in guaranteed investment certificates or interest bearing accounts of major Canadian chartered banks. The Corporation regularly monitors compliance to its cash management policy. (b) Foreign currency risk The Corporation's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Corporation funds certain operations, exploration and administrative expenses in Guyana on a cash call basis using US dollar currency converted from its Canadian dollar bank accounts held in Canada. The Corporation maintains US dollar bank accounts in Canada, Barbados, and Guyana, and Guyanese bank accounts in Guyana. The Corporation is subject to gains and losses from fluctuations in the US dollar and Guyanese dollar against the Canadian dollar.

- 47 - U3O8 Corp. 2008 Annual Report  

(c) Commodity uranium price risk The Corporation is exposed to price risk with respect to commodity uranium prices. Commodity uranium price risk is defined as the potential adverse impact on earnings and economic value due to commodity uranium price movements and volatilities. The Corporation closely monitors commodity uranium prices to determine the appropriate course of action to be taken by the Corporation. Sensitivity analysis The Corporation has designated, for accounting purposes, its cash and cash equivalents as held-for-trading, which are measured at fair value. Accounts receivable and deposits are classified for accounting purposes as loans and receivables, which are measured at amortized cost and are equal to fair value. Accounts payable and accrued liabilities are classified for accounting purposes as other financial liabilities, which are measured at amortized cost and are also equal to fair value. As of December 31, 2008, both the carrying and fair value amounts of the Corporation's financial instruments are approximately equivalent. The sensitivity analysis shown in the notes below may differ materially from actual results. Based on management's knowledge and experience of the financial markets, the Corporation believes the following movements are "reasonably possible" over a twelve month period: (i) Cash and cash equivalents and guaranteed investment certificates are subject to floating interest rates. As at December 31, 2008, if interest rates had decreased/increased by 1% with all other variables held constant, the loss for the year ended December 31, 2008 would have been approximately $114,000 higher/lower, as a result of lower/higher interest income from cash and cash equivalents and guaranteed investment certificates and reported shareholders' equity would have been approximately $114,000 lower/higher. (ii) Cash and cash equivalents, accounts receivable and deposits and accounts payable and accrued liabilities denominated in US and Guyanese dollars are subject to foreign currency risk. As at December 31, 2008, had the US and Guyanese dollar weakened/strengthened by 10% against the Canadian dollar with all other variables held constant, the Corporation's loss for the year ended December 31, 2008 would have been approximately $66,000 higher/lower as a result of foreign exchange losses/gains on translation of non-Canadian dollar denominated financial instruments and reported shareholders' equity would have been approximately $66,000 lower/higher. (iii) Commodity uranium price risk could adversely affect the Corporation. In particular, the Corporation’s future profitability and viability of development depends upon the world market price of uranium. Uranium prices have fluctuated significantly in recent years. There is no assurance that, even as commercial quantities of uranium may be produced in the future, a profitable market will exist for them. As of December 31, 2008, the Corporation was not a uranium producer. As a result, uranium price risk may affect the completion of future equity transactions such as equity offerings and the exercise of stock options and warrants. This may also affect the Corporation's liquidity and its ability to meet its ongoing obligations. Share Capital As at April 20, 2009, the Corporation had 23,057,700 issued and outstanding common shares. As at April 20, 2009, U3O8 Corp. had 1,842,500 stock options outstanding, each exercisable to acquire one common share or 24,900,200 common shares on a fully diluted basis.

- 48 - U3O8 Corp. 2008 Annual Report  

Disclosure of Internal Controls Management has established processes, which are in place to provide them sufficient knowledge to support management representations that they have exercised reasonable diligence that (i) the audited consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the audited consolidated financial statements, and (ii) the audited consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Corporation, as of the date of and for the periods presented by the audited consolidated financial statements. In contrast to the certificate required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (“MI 52-109”), the Corporation utilizes the Venture Issuer Basic Certificate, which does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in MI 52-109. In particular, the certifying officers filing the certificate are not making any representations relating to the establishment and maintenance of: (i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and (ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. The Corporation’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. IFRS Implementation Plan The AcSB has confirmed that IFRS will replace current Canadian GAAP for publicly accountable enterprises, effective for fiscal years beginning on or after January 1, 2011. Accordingly, the Corporation will report interim and annual financial statements (with comparatives) in accordance with IFRS beginning with the quarter ended March 31, 2011. The Corporation has commenced the development of an IFRS implementation plan to prepare for this transition, and is currently in the process of analyzing the key areas where changes to current accounting policies may be required. While an analysis will be required for all current accounting policies, the initial key areas of assessment will include:

• Exploration and development expenditures; • Property, plant and equipment (measurement and valuation); • Stock-based compensation; • Accounting for income taxes; and • First-time adoption of International Financial Reporting Standards (IFRS 1).

- 49 - U3O8 Corp. 2008 Annual Report  

As the analysis of each of the key areas progresses, other elements of the Corporation’s IFRS implementation plan will also be addressed, including: the implication of changes to accounting policies and processes; financial statement note disclosures on information technology; internal controls; contractual arrangements; and employee training. The table below summarizes the expected timing of activities related to the Corporation’s transition to IFRS.

Initial analysis of key areas for which changes to accounting policies may be required

In progress, expected to be complete during Q2 2009

Detailed analysis of all relevant IFRS requirements and identification of areas requiring accounting policy changes or those with accounting policy alternatives

Throughout 2009

Assessment of first-time adoption (IFRS 1) requirements and alternatives

Throughout 2009

Final determination of changes to accounting policies and choices to be made with respect to first-time adoption alternatives

Q4 2009 – Q1 2010

Resolution of the accounting policy change implications on information technology, internal controls and contractual arrangements

Q4 2009 – Q2 2010

Management and employee education and training

Throughout the transition process

Quantification of the Financial Statement impact of changes in accounting policies

Throughout 2010

 Risk Factors An investment in the securities of the Corporation is highly speculative and involves numerous and significant risks. Such investment should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors described below. Exploration, Development and Operating Risks

Mining and exploration operations generally involve a high degree of risk. The operations of the Corporation are subject to all the hazards and risks normally encountered in the exploration, development and production of precious and base metals and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimize risk will be taken, milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability.

- 50 - U3O8 Corp. 2008 Annual Report  

The exploration for and development of mineral deposits involves significant risks which may not be eliminated even with a combination of careful evaluation, experience and knowledge. While the discovery of uranium and other minerals may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes, and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the Corporation will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as quantity and quality of the minerals and proximity to infrastructure; mineral prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. The exact effect of these factors cannot be accurately predicted but the combination of these factors may result in the Corporation not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by the Corporation towards the search and evaluation of uranium and other minerals will result in discoveries of commercial quantities of ore or other minerals.

Exclusivity of the Reconnaissance Permits

While Permit B grants Prometheus Guyana the exclusive right to occupy the Permit B Area and to conduct geological and geophysical surveys for radioactive minerals and rare earth elements save and except such portions of the Permit B Area as were lawfully occupied or applied for by persons other than Prometheus Guyana prior to May 2, 2006, and all navigable rivers and Amerindian lands, it does not contain a closure clause similar to that of Permit A. Accordingly, Permit B is not closed during the term of Permit B to third parties conducting other activities including prospecting, mining or the location of claims; prospecting permits (medium scale), prospecting licenses or for any other mineral rights available under the law of Guyana, which rights may be issued to third parties during the term of Permit B. However, the Corporation has obtained a comfort letter from the GGMC confirming that in the event that the Corporation pays all applicable fees and maintains the Reconnaissance Permits in good standing during the respective terms thereof, the GGMC shall not, during such respective terms, issue any of the following rights to any third parties or provide third parties with the right to conduct any of the following activities concerning uranium, radioactive minerals or rare earth elements within either the Permit A Area or Permit B Area, as applicable: (i) any rights relating to prospecting, mining or the location of claims for uranium radioactive minerals or rare earth elements; (ii) prospecting permits (medium scale) or prospecting licenses or mining licenses for uranium radioactive minerals or rare earth elements; or (iii) any other mineral rights relating to uranium radioactive minerals or rare earth elements available under the laws of Guyana. However, such a comfort letter is not legally enforceable against the GGMC and, accordingly, there can be no assurance that other mineral rights available under the laws of Guyana for the Permit B Area will not be granted to third parties by the GGMC during the term of the Permit B Permit.

In addition, the Permit A area and Permit B area remain open during their respective terms to prospecting, mining or location of claims, prospecting permits (medium scale), prospecting licenses and for any other rights available under the laws of Guyana relating to minerals other than uranium, radioactive minerals and rare earth elements.

Accordingly, Prometheus Guyana may be unable to conduct activities contemplated by Permit A and Permit B or in the future operate the land subject to Permit A or Permit B as permitted or desired, or to enforce its right with respect to such land where rights have been granted to third parties, which may, in turn, have an adverse material effect on the Corporation.

- 51 - U3O8 Corp. 2008 Annual Report  

Insurance and Uninsured Risks

The business of the Corporation is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the properties of the Corporation or the properties of others, delays in mining, monetary losses and possible legal liability.

The Corporation currently maintains liability insurance and directors’ and officers’ insurance; however, such insurance will not cover all the potential risks associated with a mining and/or exploration operation. The Corporation may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Corporation or to other companies in the mining and exploration industry on acceptable terms. The Corporation might also become subject to liability for pollution or other hazards which it may not be insured against or which the Corporation may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Corporation to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Environmental Risks and Hazards

All phases of the operations of the Corporation are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the operations of the Corporation. Environmental hazards may exist on the properties on which the Corporation holds interests which are unknown to the Corporation at present, and which have been caused by previous or existing owners or operators of the properties.

Government approvals, approval by aboriginal people and permits are currently, and may in the future be, required in connection with the operations of the Corporation. To the extent such approvals are required and are not obtained, operations of the Corporation may be curtailed or the Corporation may be prohibited from continuing its exploration operations or from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining or exploration activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

- 52 - U3O8 Corp. 2008 Annual Report  

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Corporation and cause increases in exploration expenses, capital expenditures or production costs, or reduction in levels of production at producing properties, or require abandonment or delays in development of new mining or exploration properties.

An accident at a nuclear reactor anywhere in the world could affect the continued acceptance by the public and regulatory authorities of nuclear energy and the future prospects for nuclear generators, which could have a material adverse effect on the Corporation.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the operations, financial condition and results of operations of the Corporation.

Ownership of Reconnaissance Permits

Although ownership of the Reconnaissance Permits was reviewed by or on behalf of the Corporation, there may still be undetected defects affecting the Reconnaissance Permits. Insurance generally is not available for ownership defects, and the Corporation’s ability to ensure that it has obtained secure claim to individual Reconnaissance Permits may be severely constrained. Furthermore, the Corporation has not conducted surveys of the Reconnaissance Permits in which it holds direct or indirect interests and, therefore, the precise area and location of the Reconnaissance Permits may be in doubt. Accordingly, the Reconnaissance Permits may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, the Corporation may be unable to explore, and in the future, operate the land subject to the Reconnaissance Permits as permitted or to enforce its rights with respect to such land.

Competition

The mining and mineral exploration industry is competitive in all of its phases. The Corporation faces strong competition from other mining and exploration companies in connection with the acquisition of properties producing, or capable of producing, uranium and uranium oxide. Many of these companies have greater financial resources, operational experience and technical capabilities than the Corporation. As a result of this competition, the Corporation may be unable to maintain or acquire attractive mining or exploration properties on terms it considers acceptable or at all. Consequently, the revenues, operations and financial condition of the Corporation could be materially adversely affected.

Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity, as well as the possibility of developing other low cost sources for energy, may result in lower demand for uranium. Furthermore, growth of the uranium and nuclear power industry will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry.

- 53 - U3O8 Corp. 2008 Annual Report  

Additional Capital

The development and exploration of the properties of the Corporation will require substantial additional financing. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration, development or production on any or all of the properties of the Corporation or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Corporation.

Commodity Prices

The price of the Corporation’s common shares, its financial results and exploration, development and mining activities may in the future be significantly and adversely affected by declines in the price of uranium oxide. The price of uranium oxide or other minerals fluctuates widely and is affected by numerous factors beyond the Corporation’s control such as interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, the political and economic conditions of major mineral-producing and uranium-producing countries throughout the world, and the cost of substitutes, inventory levels and carrying charges.

The market prices of uranium are affected by rates of reclaiming and recycling of uranium and rates of production of uranium from mining, and may be affected by a variety of unpredictable international economic, monetary and political considerations, including increased efficiency of nuclear power plants and increased availability of alternative nuclear fuel, such as mixed oxide fuel generated in part from weapons-grade plutonium.

The price of uranium is also tied directly to the worldwide electrical utility industry. Deregulation of the utility industry, particularly in the United States and Europe, is expected to impact the market for nuclear and other fuels for years to come, and may result in the premature shutdown of nuclear reactors. Experience to date with deregulation indicates that utilities are improving the performance of their reactors and thereby achieving record capacity factors. There can be no assurance that this trend will continue.

Future serious price declines in the market value of uranium oxide or other minerals could cause continued development of and commercial production from the properties of the Corporation to be impracticable. Depending on the price of uranium oxide and other minerals, any cash flow from future mining operations may not be sufficient and the Corporation could be forced to discontinue production, if any, and may lose its interest in, or may be forced to sell, some of its properties. Future production, if any, from the mining properties of the Corporation is dependent upon the prices of uranium oxide and other minerals being adequate to make these properties economic.

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

Exchange Rate Fluctuations

Exchange rate fluctuations may affect the Corporation. Uranium oxide and other minerals are generally sold in US dollars and the costs of the Corporation are incurred principally in US dollars or the Guyanese dollar, the local currency in Guyana that is fixed to the US dollar. The relative rate of exchange of the Canadian dollar to the US dollar or policy changes regarding the trading of the Guyanese dollar can have an impact on the Corporation’s profitability and cash needs.

- 54 - U3O8 Corp. 2008 Annual Report  

Foreign Operations

A majority of the operations of the Corporation are currently conducted in Guyana, South America, and as such, the operations of the Corporation are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to, currency exchange rates; high rates of inflation; labour unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; changes in taxation policies; restrictions on foreign exchange; and changing political conditions; currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Changes, if any, in mining, exploration or investment policies or shifts in political attitude in Guyana may adversely affect the operations or profitability of the Corporation. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements.

The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the operations or profitability of the Corporation.

Government Regulation

The mining, processing, development and mineral exploration activities of the Corporation are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people, and other matters. Although the mining and processing operations and exploration and development activities of the Corporation 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 operations and activities of mining and milling or more stringent implementation thereof could have a substantial adverse impact on the Corporation.

Key Executives The Corporation is dependent upon key executives, including the directors of the Corporation and a small number of highly qualified and experienced executives and personnel. Due to the relatively small size of the Corporation, the loss of these individuals or the inability to attract and retain highly qualified employees and advisers could have a material adverse effect on our business and future operations. Conflicts of Interest Directors and officers of the Corporation also serve, or may serve in future, as directors and/or officers of other companies involved in natural resource exploration and development and, consequently, there exists the possibility of such directors and officers being in a position of conflict. Any decision made by any of such directors and officers involving the Corporation should be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Corporation and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the Ontario Business Corporations Act and other applicable laws.

- 55 - U3O8 Corp. 2008 Annual Report  

 Market Price of Common Shares

The common shares currently trade on the TSX Venture Exchange. Securities of micro-cap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the common shares is also likely to be significantly affected by short-term changes in precious metals and uranium oxide or other mineral prices, or in the Corporation’s financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to the Corporation’s performance that may have an effect on the price of the common shares include the following: the extent of analytical coverage available to investors concerning U3O8 Corp’s business may be limited if investment banks with research capabilities do not follow the Corporation’s securities; lessening in trading volume and general market interest in the Corporation’s securities may affect an investor’s ability to trade significant numbers of common shares; the size of the Corporation’s public float may limit the ability of some institutions to invest in the Corporation’s securities; and a substantial decline in the price of the common shares that persists for a significant period of time could cause the Corporation’s securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity.

As a result of any of these factors, the market price of the common shares at any given point in time may not accurately reflect the Corporation’s long-term value. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Corporation may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Current Global Financial Conditions Current global financial conditions have been characterized by increased volatility, and several financial institutions have either gone into bankruptcy or have been rescued by governmental authorities. Access to public financing has been constrained by both the rapid decline in value of sub-prime mortgages and the liquidity crisis affecting the asset-backed commercial paper market. These factors may limit the ability of the Corporation to obtain equity or debt financing in the future on terms favourable to the Corporation or at all. In addition, general economic indicators, including employment levels, corporate earnings, economic growth and consumer confidence have deteriorated. Any or all of these economic factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If such increased levels of volatility and market turmoil continue, the Corporation’s operations could be hurt and the trading price of the common shares of the Corporation may be adversely affected. Securities of mining and mineral exploration companies, including the common shares of the Corporation, have experienced substantial volatility in the past, and especially during the fourth quarter of 2008 and early 2009, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in Canada and globally, and market perceptions of the attractiveness of particular industries. The price of the securities of the Corporation is also significantly affected by short-term changes in commodity prices, base and precious metal prices or other mineral prices, currency exchange fluctuation and the political environment in the countries in which the Corporation does business and globally. Additional Information Additional information relating to the Corporation is available on SEDAR at www.sedar.com.

- 56 - U3O8 Corp. 2008 Annual Report  

Additional Disclosure for Venture Corporations without Significant Revenue The following table sets forth a breakdown of material components of the administrative and general costs of the Corporation for the years ended December 31, 2008 and 2007.

Detail December 31, 2008 December 31, 2007 Office rent and insurance $121,571 $127,965Salaries and benefits (Canada)

128,329 10,718

Administration and other costs 82,425 97,459

Total $332,325 $236,142 The following table sets forth a breakdown of material components of Guyana exploration expenditures for the years ended December 31, 2008 and 2007.

Detail December 31, 2008 December 31, 2007 Guyana head office costs $2,781,919 $1,623,902Permit A costs 6,112,495 2,552,259Permit B costs 624,046 33,285Aricheng Prospecting License costs

20,538 nil

Stock-based compensation 136,941 540,333

Total $9,675,939 $4,749,779   

- 57 - U3O8 Corp. 2008 Annual Report  

U308 CORP. (A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007

(EXPRESSED IN CANADIAN DOLLARS)

 

- 58 - U3O8 Corp. 2008 Annual Report  

   

Management's Responsibility for Consolidated

Financial Statements   The accompanying consolidated financial statements of U308 Corp. (the "Corporation") (A development stage company as defined by the Canadian Institute of Chartered Accountants Accounting Guideline 11) were prepared by management in accordance with Canadian generally accepted accounting principles ("GAAP"). Management acknowledges responsibility for the preparation and presentation of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Corporation’s circumstances. The significant accounting policies of the Corporation are summarized in Note 2 to the consolidated financial statements. Management has established processes, which are in place to provide it sufficient knowledge to support management representations that it has exercised reasonable diligence that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the years presented by, the consolidated financial statements and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Corporation, as of the date of and for the years presented by the consolidated financial statements. The Board of Directors is responsible for reviewing and approving the consolidated financial statements together with other financial information of the Corporation and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the consolidated financial statements together with other financial information of the Corporation. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements together with other financial information of the Corporation for issuance to the shareholders. Management recognizes its responsibility for conducting the Corporation’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities. (signed) (signed) Dr. Richard Spencer Carmelo Marrelli President and Chief Executive Officer Chief Financial Officer Toronto, Canada April 20, 2009  

  KPMG LLP Telephone (416) 777-8500 Chartered Accountants Fax (416) 777-8818 Suite 3300 Commerce Court West Internet www.kpmg.ca PO Box 31 Stn Commerce Court Toronto ON M5L 1B2 Canada  

- 59 - U3O8 Corp. 2008 Annual Report  

AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the consolidated balance sheets of U3O8 Corp. (the "Corporation") as at December 31, 2008 and 2007 and the consolidated statements of operating loss and comprehensive loss, cash flows and changes in shareholders' equity for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Corporation as at December 31, 2008 and 2007 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

 

Chartered Accountants, Licensed Public Accountants

Toronto, Canada

April 20, 2009    

KPMG LLP, is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. KPMG Canada provides services to KPMG LLP.

 

- 60 - U3O8 Corp. 2008 Annual Report  

 

U308 Corp. Consolidated Balance Sheets (A Development Stage Company) (Expressed in Canadian Dollars)   As at As at December 31, December 31, 2008 2007 Assets Current assets Cash and cash equivalents $ 6,781,440 $ 2,754,464 Guaranteed investment certificates 4,619,801 19,760,581 Accounts receivable and other assets 229,427 104,010 Restricted cash (note 12) 49,500 -

11,680,168 22,619,055

Property and equipment (note 6) 1,470,211 1,639,169 $ 13,150,379 $ 24,258,224

Liabilities Current liabilities Accounts payable and accrued liabilities $ 516,921 $ 588,676 Shareholder's equity Share capital (note 8) 30,197,967 30,197,967 Warrants (note 10) - 711,512 Contributed surplus 3,185,945 2,166,840 Accumulated deficit (20,750,454) (9,406,771) 12,633,458 23,669,548 $ 13,150,379 $ 24,258,224

The notes to the consolidated financial statements are an integral part of these statements.  Going concern (note 1) Approved by the Board of Directors: "Bryan A. Coates" Director "David Constable" Director

 

- 61 - U3O8 Corp. 2008 Annual Report  

 

U308 Corp. Consolidated Statements of Operating Loss and Comprehensive Loss (A Development Stage Company) (Expressed in Canadian Dollars) Cumulative since inception Year ended Year ended on December 31, December 31, December 6, 2008 2007 2005 Operating expenditures Guyana exploration expenditures $ 9,675,939 $ 4,749,779 $ 15,924,093 Amortization - Guyana 461,576 282,054 838,068 10,137,515 5,031,833 16,762,161 General and administration expenses Directors' stock-based compensation 59,997 842,277 1,251,730 Professional fees 601,748 359,878 1,070,391 Management compensation 444,517 533,988 1,027,125 Business development 356,983 198,483 778,221 Administrative and general 332,325 236,142 678,874 Investor relations 310,883 211,528 649,260 Consulting fees 27,000 - 181,000 Reporting issuer costs 58,463 26,638 129,023 Directors' compensation 60,112 50,882 110,994 Amortization - Canada 4,543 2,495 10,759 2,256,571 2,462,311 5,887,377 Less: Interest income (496,456) (994,912) (1,508,594) 1,760,115 1,467,399 4,378,783 Operating loss before the following items (11,897,630) (6,499,232) (21,140,944) Foreign exchange (gain) loss (553,947) 172,551 (398,972) Interest - - 8,482 Net loss and comprehensive loss $ (11,343,683) $ (6,671,783) $(20,750,454)

Net loss per share $ (0.49) $ (0.29)

Weighted average number of common shares outstanding 23,057,700 22,980,824 The notes to the consolidated financial statements are an integral part of these statements.

 

- 62 - U3O8 Corp. 2008 Annual Report  

 

U308 Corp. Consolidated Statements of Cash Flows (A Development Stage Company) (Expressed in Canadian Dollars) Cumulative since inception Year ended Year ended on December 31, December 31, December 6, 2008 2007 2005 Cash generated (used by) Operating activities Net loss $ (11,343,683) $ (6,671,783) $(20,750,454) Amortization 466,119 284,549 848,827 Stock-based compensation (note 9) 307,593 1,571,245 2,474,433 Foreign exchange (gain) loss (553,947) 172,551 (398,972) Non-cash working capital items: Accounts receivable and other assets (125,417) 16,883 (227,177) Restricted cash (note 12) (49,500) - (49,500) Accounts payable and accrued liabilities (71,755) (15,455) 516,921 (11,370,590) (4,642,010) (17,585,922) Financing activities Common shares issued for cash - - 32,653,750 Cost to issue equity securities - - (2,140,771) Warrants issued for cash - 394,250 394,250 - 394,250 30,907,229

Investing activity Redemption (purchase) of guaranteed investment certificates 15,140,780 5,250,317 (4,619,801) Additions to property and equipment (297,161) (1,628,233) (2,319,038) 14,843,619 3,622,084 (6,938,839) Net change in cash and cash equivalents 3,473,029 (625,676) 6,382,468 Cash and cash equivalents, beginning of period 2,754,464 3,552,691 - Effect of exchange rate changes on cash held in foreign currencies 553,947 (172,551) 398,972 Cash and cash equivalents, end of period $ 6,781,440 $ 2,754,464 $ 6,781,440 Supplemental information Interest paid $ - $ - $ 8,482 Income taxes paid $ - $ - $ - The notes to the consolidated financial statements are an integral part of these statements.

   

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- 63 - U3O8 Corp. 2008 Annual Report

 

- 64 - U3O8 Corp. 2008 Annual Report  

 

U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  U308 Corp. (“U308 Corp.” or the “Corporation”) is a Canadian junior exploration company engaged in acquiring and exploring mineral properties for uranium. To date, U3O8 Corp. has not earned revenues from uranium exploration and is considered to be in the development stage. The Corporation is a development stage entity as defined by the Canadian Institute of Chartered Accountants (the "CICA") Accounting Guideline 11. Since inception, December 6, 2005, being the date of incorporation, the efforts of the Corporation have been devoted to uranium exploration in Guyana. The Corporation has focused on certain “Reconnaissance Permits” (consisting collectively of Permit A and Permit B) granted by the Guyana Geological and Mines Commission ("GGMC"). Permit A is valid until November 23, 2009 and Permit B is valid until May 31, 2010. In addition, on December 13, 2007, a Prospecting License for uranium and other radioactive and rare earth minerals in the Aricheng, Mid-Mazaruni area was granted by the GGMC. On December 18, 2008, four additional Prospecting Licenses were approved for other areas of the Kurupung Batholith within the Permit A area, and the signed licenses have been received, effective March 12, 2009. Applications have also been submitted for five Prospecting Licenses within the Permit B area. The Corporation is in the process of exploring the land area assigned by the Reconnaissance Permits and Prospecting Licenses and has not yet determined whether the land area contains an economic uranium resource. Although the Corporation has taken steps to verify title to the Reconnaissance Permits on which it is conducting exploration, in accordance with industry standards for the current stage of exploration, these procedures do not guarantee the Corporation’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements. The Corporation’s Reconnaissance Permits at December 31, 2008 and December 31, 2007 are located outside of Canada and are subject to the risks normally associated with foreign investment, including increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and political uncertainty. 1. Going concern These consolidated financial statements have been prepared on a going concern basis in accordance with Canadian GAAP. The going concern basis of presentation assumes that the Corporation will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The ability of the Corporation to continue as a going concern is dependent upon:  (i) the discovery of economically recoverable reserves; (ii) the acquisition of required permits to mine; (iii) the ability of the Corporation to obtain necessary financing to complete exploration and development; and (iv) the future profitable production or proceeds from disposition of future property interests. These consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Corporation be unable to continue as a going concern. All of the outcomes discussed above are uncertain.

 

- 65 - U3O8 Corp. 2008 Annual Report  

 

U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007 1. Going concern (continued) To maintain operations in Guyana and Canada, the Corporation will need to obtain financing, which is not assured at this time. Until the financing is completed, the Corporation has reduced its discretionary exploration activities in Guyana in order to conserve cash. The Corporation expects to continue exploration on its Reconnaissance Permits and Prospecting Licenses at a reduced rate, with minimal further drilling until market conditions improve. The Corporation is now focusing on lower cost field-based and intensive reconnaissance exploration on its Reconnaissance Permits and Prospecting Licenses. Capital markets are presently difficult to access, but the Corporation has been successful in the past at obtaining sufficient funding for its exploration activities. The Corporation's exploration activities has considerable scope for flexibility and timing and therefore the Corporation is hopeful that this will aid in matching its funding needs to what is available. 2. Summary of significant accounting policies The accounting policies of the Corporation are in accordance with Canadian generally accepted accounting principles and are prepared on a basis consistent with the prior period. Outlined below are those policies considered particularly significant. (a) Principles of consolidation The consolidated financial statements include the accounts of the Corporation and its subsidiaries in Barbados, Prometheus Resources (Barbados) Limited ("Prometheus") and in Guyana, Prometheus Resources (Guyana) Inc. (the "Permittee") which were formed to facilitate the acquisition, exploration and development of uranium mineral properties in Guyana. (b) Use of estimates The preparation of financial statements in accordance with Canadian GAAP requires management 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 revenues and expenses during the year. Actual results may differ significantly from these estimates. (c) Cash and cash equivalents Cash and cash equivalents consist of cash and highly liquid investments, having maturity dates of three months or less from the date of purchase or which are cashable without penalty. (d) Guaranteed investment certificates Guaranteed investment certificates are carried at cost and have maturity dates of more than ninety days from year end. The carrying value of the guaranteed investment certificates held by the Corporation approximates their fair value. All guaranteed investment certificates are held with Canadian chartered banks.

 

- 66 - U3O8 Corp. 2008 Annual Report  

U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  2. Summary of significant accounting policies (continued) (e) Mineral and surface rights Mineral and surface rights are recorded at cost of acquisition. When there is little likelihood of a mineral right being exploited, or the value of mineral rights have diminished below cost, a write-down is effected against income in the period that such determination is made. (f) Exploration expenditures Exploration expenditures are expensed as incurred. When a decision is made that the property is commercially viable, all further pre-production expenditures would be capitalized. These costs include evaluation costs. (g) Income taxes Income taxes are calculated using the asset and liability method of tax accounting. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Future income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and on unclaimed losses carried forward and are measured using the substantially enacted tax rates that are expected to be in effect when the differences are expected to reverse or losses are expected to be utilized. Future tax assets are recorded to recognize tax benefits only to the extent that, based on available evidence, it is more likely than not they will be realized. (h) Property and equipment Property and equipment are recorded at cost. Amortization is provided over the related assets' estimated useful lives using the following methods and annual rates: Vehicles 30% declining balance Mobile and drilling equipment 30% declining balance Furniture and fixtures 20% to 30% declining balance Field equipment 20% declining balance (i) Foreign exchange The functional currency of the Corporation is the Canadian dollar. The Corporation's foreign operations are classified as integrated for foreign currency translation purposes. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates in effect at the balance sheet date. Non-monetary items are translated at historical rates. Revenues and expenses are translated at the average exchange rate which is similar to the rate incurred during the year with the exception of amortization which is translated at the historical rate recorded for equipment. Exchange gains and losses arising on the translation of monetary assets and liabilities are included in the determination of income for the current period.

 

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U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007 2. Summary of significant accounting policies (continued) (j) Stock-based compensation The Corporation has a stock-based compensation plan which is described in Note 9 and accounted for using the recommendations in Section 3870 of the CICA Handbook, "Stock-based Compensation and Other Stock-based Payments". These recommendations state that all stock-based awards be measured and recognized at the date of grant using the fair value method. The estimated fair value of the stock options is recorded as compensation expense over the vesting period or at the date of grant if the options vest immediately, with the offset recorded in contributed surplus. Any consideration paid to the Corporation with the respect to the exercise of stock options is credited to share capital along with any related contributed surplus. (k) Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the year. Diluted net loss per share is computed using the "treasury stock method". The treasury stock method assumes that any "in-the-money" option proceeds are used to purchase common shares of the Corporation at the average market price during the year. No stock options or warrants were included in the computation of diluted net loss per share for December 31, 2008 and 2007 as their inclusion would be anti-dilutive. (l) New accounting policies adopted (i) Financial instruments, comprehensive income (loss) and hedges

Effective December 1, 2006, the CICA issued Handbook Sections 3862, "Financial Instruments - Disclosures", and 3863, "Financial Instruments - Presentation", which replaced Section 3861, "Financial Instruments - Disclosure and Presentation", and which became effective for the Corporation on January 1, 2008.

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

(ii) Capital Disclosures – Disclosures and Presentation

On December 1, 2006, the CICA issued a new accounting standard: Capital Disclosures (Handbook Section 1535). The new standard became effective for the Corporation on January 1, 2008.

 

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U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007 2. Summary of significant accounting policies (continued) (l) New accounting policies adopted (continued) (ii) Capital Disclosures – Disclosures and Presentation (continued)

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

(iii) General standard of financial statement presentation

In June 2007, the CICA amended Handbook Section 1400, Going Concern, to assess an entity’s ability to continue as a going concern and disclose any material uncertainties that cast doubt on its ability to continue as a going concern. Section 1400 is effective for interim and annual reporting periods beginning on or after January 1, 2008. The Corporation has included disclosures recommended by the new Handbook section in note 1 to these consolidated financial statements. (iv) Mining Exploration Costs On March 27, 2009, the Emerging Issues Committee of the CICA approved an abstract EIC-174 Mining Exploration Costs, which provides guidance on capitalization of exploration costs related to mining properties in particular, and on impairment of long-lived assets in general. The Corporation has applied this new abstract for the year ended December 31, 2008 and there was no significant impact on its consolidated financial statements as a result of applying this abstract.

(m) Future accounting changes

(i) Goodwill and Intangible Assets In February 2008, the CICA issued Section 3064 Goodwill and Intangible Assets, replacing Section 3062 Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs. The new Section is applicable to financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Corporation will adopt the new standards for its fiscal year beginning January 1, 2009. Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill impairment are unchanged from the standards included in the previous Section 3062. The Corporation has not yet determined the effect this new standard will have on its financial position and results of operations.

 

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U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  2. Summary of significant accounting policies (continued) (m) Future accounting changes (continued)

(ii) Business Combinations, Consolidated Financial Statements and Non-Controlling Interests The CICA issued three new accounting standards in January 2009: Section 1582, Business Combinations, Section 1601, Consolidated Financial Statements and Section 1602, Non-Controlling Interests. These new standards will be effective for fiscal years beginning on or after January 1, 2011. The Corporation is in the process of evaluating the requirements of the new standards. Sections 1582 replaces section 1581 and establishes standards for the accounting for a business combination. It provides the Canadian equivalent to International Financial Reporting Standards (“IFRS”) 3 - Business Combinations. The section applies 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. Sections 1601 and 1602 together replace section 1600, Consolidated Financial Statements. Section 1601, establishes standards for the preparation of consolidated financial statements. Section 1601 applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS lAS 27 - Consolidated and Separate Financial Statements and applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011. (iii) Credit Risk and the Fair Value of Financial Assets and Financial Liabilities In January 2009, the CICA approved EIC-173 Credit Risk and the Fair Value of Financial Assets and Financial Liabilities. This guidance clarified that an entity's own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities including derivative instruments. This guidance is applicable to fiscal periods ending on or after January 20, 2009. The Corporation is continually evaluating its counterparties and their credit risks. The Corporation is evaluating the effects of adopting this standard.

3. Capital management When managing capital, the Corporation’s objective is to ensure the entity continues as a going concern as well as to achieve optimal returns to shareholders and benefits for other stakeholders. Management adjusts the capital structure as necessary in order to support the acquisition, exploration and development of uranium resource assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Corporation's management team to sustain the future development of the business. The Corporation considers its capital to be equity, which comprises share capital, warrants, contributed surplus and accumulated deficit, which at December 31, 2008, totaled $12,633,458 (2007 - $23,669,548).

 

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U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  3. Capital management (continued) The Corporation invests all capital not required for its immediate needs in short-term, liquid and highly rated financial instruments, such as cash and other short-term guaranteed deposits, all held with major Canadian financial institutions. The Corporation is currently attempting to identify a uranium resource; as such, the Corporation is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Corporation will spend its existing working capital and raise additional amounts as needed. The Corporation will continue to assess new uranium properties and seek to acquire an interest in additional uranium properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Corporation, is appropriate. There were no changes in the Corporation's approach to capital management during the year ended December 31, 2008. The Corporation is not subject to externally imposed capital requirements. 4. Financial risk factors The Corporation’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate, foreign exchange rate, and uranium price risk). Risk management is carried out by the Corporation's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management. Credit risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Corporation's credit risk is primarily attributable to cash and cash equivalents, accounts receivable and restricted cash. Cash and cash equivalents and restricted cash are held with major Canadian chartered banks, from which management believes the risk of loss to be minimal. Financial instruments included in accounts receivable and deposits consist of sales tax receivable from government authorities in Canada and deposits held with service providers. Accounts receivable are in good standing as of December 31, 2008. Management believes that the credit risk concentration with respect to financial instruments included in accounts receivable is minimal. Liquidity risk The Corporation's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2008, the Corporation had a cash and cash equivalents balance of $6,781,440 (December 31, 2007 - $2,754,464) to settle current liabilities of $516,921 (December 31, 2007 - $588,676). All of the Corporation's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

 

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U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  4. Financial risk factors (continued) Market risk

(a) Interest rate risk The Corporation has cash balances and no interest-bearing debt. The Corporation's current policy is to invest excess cash in guaranteed investment certificates or interest bearing accounts of major Canadian chartered banks. The Corporation regularly monitors compliance to its cash management policy. (b) Foreign currency risk The Corporation's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Corporation funds certain operations, exploration and administrative expenses in Guyana on a cash call basis using US dollar currency converted from its Canadian dollar bank accounts held in Canada. The Corporation maintains US dollar bank accounts in Canada, Barbados, and Guyana and Guyanese bank accounts in Guyana. The Corporation is subject to gains and losses from fluctuations in the US dollar and Guyanese dollar against the Canadian dollar. (c) Commodity uranium price risk The Corporation is exposed to price risk with respect to commodity uranium prices. Commodity uranium price risk is defined as the potential adverse impact on earnings and economic value due to commodity uranium price movements and volatilities. The Corporation closely monitors commodity uranium prices to determine the appropriate course of action to be taken by the Corporation.

Sensitivity analysis The Corporation has designated, for accounting purposes, its cash and cash equivalents and guaranteed investment certificates as held-for-trading, which are measured at fair value. Accounts receivable and deposits are classified for accounting purposes as loans and receivables, which are measured at amortized cost and are equal to fair value. Accounts payable and accrued liabilities are classified for accounting purposes as other financial liabilities, which are measured at amortized cost and are also equal to fair value. As of December 31, 2008, both the carrying and fair value amounts of the Corporation's financial instruments are approximately equivalent. The sensitivity analysis shown in the notes below may differ materially from actual results.

 

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U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  4. Financial risk factors (continued) Sensitivity analysis (continued) Based on management's knowledge and experience of the financial markets, the Corporation believes the following movements are "reasonably possible" over a twelve month period: (i) Cash and cash equivalents and guaranteed investment certificates are subject to floating interest rates. As at December 31, 2008, if interest rates had decreased/increased by 1% with all other variables held constant, the loss for the year ended December 31, 2008 would have been approximately $114,000 higher/lower, as a result of lower/higher interest income from cash and cash equivalents and guaranteed investment certificates and reported shareholders' equity would have been approximately $114,000 lower/higher. (ii) Cash and cash equivalents, accounts receivable and deposits and accounts payable and accrued liabilities denominated in US and Guyanese dollars are subject to foreign currency risk. As at December 31, 2008, had the US and Guyanese dollar weakened/strengthened by 10% against the Canadian dollar with all other variables held constant, the Corporation's loss for the year ended December 31, 2008 would have been approximately $66,000 higher/lower as a result of foreign exchange losses/gains on translation of non-Canadian dollar denominated financial instruments and reported shareholders' equity would have been approximately $66,000 lower/higher. (iii) Commodity uranium price risk could adversely affect the Corporation. In particular, the Corporation’s future profitability and viability of development depends upon the world market price of uranium. Uranium prices have fluctuated significantly in recent years. There is no assurance that, even as commercial quantities of uranium may be produced in the future, a profitable market will exist for them. As of December 31, 2008, the Corporation was not a uranium producer. As a result, uranium price risk may affect the completion of future equity transactions such as equity offerings and the exercise of stock options and warrants. This may also affect the Corporation's liquidity and its ability to meet its ongoing obligations. 5. Mineral and surface rights (a) Reconnaissance Permit A The Permittee acquired Permit A from the GGMC in Guyana on November 28, 2005. Permit A allows the Corporation to carry out geological and geophysical surveys for uranium over an area of 579,417 hectares (1.4 million acres) (the "Area") in western Guyana, South America. The exclusive right to occupy the Area was granted by the GGMC for a period of thirty-six (36) months from November 23, 2005. Terms of Permit A are as follows: (1) the Permittee shall pay fees for the first twelve (12) months of Permit A in advance to the GGMC in the amount of US$15,000 (C$17,651) (paid). For the second twelve (12) month period the Permittee shall pay in advance fees in the amount of US$20,000 (C$24,786) (paid). For the third twelve (12) month period, the Permittee shall pay in advance fees in the amount of US$30,000 (C$30,000) (paid). All amounts are payable without demand and are non-refundable.

 

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U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  5. Mineral and surface rights (continued) (2) The Permittee has the right to stake up to 20 Large Scale Prospecting Licenses for uranium within the Area provided that (i) the Permittee has satisfied the requirements of the GGMC approved work program regarding the Permit, in the amount of US$301,700 (completed), and (ii) satisfactory proof has been furnished to the GGMC that the Corporation has adequate financial resources and technical capability to develop each Prospecting License for uranium. (3) The Corporation must also submit and receive approval from the GGMC for a work program for each Prospecting Licence Application. (4) The Permittee shall submit to the GGMC, all raw and analytical data, duplicate samples, maps, field and statistical data from the Area, together with a final report upon expiration of Permit A. Any discovery of minerals during the duration of Permit A shall be described in the report. Quarterly progress reports shall be submitted at the end of each calendar quarter. The Corporation has filed all required quarterly progress reports as of December 31, 2008. (5) No other parties can acquire a uranium Licence within the Area while Permit A is active. (6) On September 2, 2008, the Corporation was formally granted a one-year extension on Permit A until November 23, 2009, for a cash payment of US$40,000 (C$48,720) (paid). (b) Reconnaissance Permit B The Corporation acquired Permit B from the GGMC on June 1, 2006. Permit B allows the Corporation to carry out geological and geophysical surveys for radioactive minerals (including uranium) and rare earth elements over an area of 746,309 hectares (1.8 million acres) ("Area II") in western Guyana, South America. The exclusive right to occupy Area II was granted by the GGMC for a period of thirty-six (36) months from May 31, 2006. Terms of Permit B are as follows: (1) The Permittee shall pay fees for the first twelve (12) months of Permit B in advance to the GGMC in the amount of US$25,000 (C$29,143) (paid). For the second twelve (12) month period the Permittee shall pay in advance fees in the amount of US$35,000 (C$37,436) (paid). For the third twelve (12) month period, the Permittee shall pay in advance fees in the amount of US$50,000. All amounts are payable without demand and are non-refundable. (2) The Permittee has the right to stake up to 20 Large Scale Prospecting Licenses for radioactive minerals and rare earth elements within Area II provided that (i) the Permittee has satisfied the requirements of the GGMC approved work program regarding Permit B (at the date of signing Permit B, no work program was provided to the GGMC) - the Corporation received Permit B based on the merits of the Corporation, and (ii) satisfactory proof has been furnished to the GGMC that the Corporation has adequate financial resources and technical capability to develop each Prospecting License. The Corporation must also submit and receive approval from the GGMC for a work program for each Prospecting Licence Application.

 

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U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007 

 5. Mineral and surface rights (continued) (3) The Permittee shall submit to the GGMC, all raw and analytical data, duplicate samples, maps, field and statistical data from Area II, together with a final report upon expiration of Permit B. Any discovery of minerals during the duration of Permit B shall be described in the report. Quarterly progress reports shall be submitted at the end of each calendar quarter. The Corporation has filed all required quarterly progress reports as of December 31, 2008. (4) No other parties can acquire radioactive minerals and rare earth elements within Area II while Permit B is active. The Corporation's core business is acquiring and exploring mineral properties in Guyana for uranium. If the Corporation discovers a rare earth element, U3O8 Corp. management will evaluate the non-core business opportunity at the time the rare earth element is discovered. (5) The Permittee does not have full access to all lands covered in Permit B. The Corporation will have to get permission from Amerindian natives to explore their occupied lands in Area II. (6) On September 2, 2008, the Corporation was formally granted a one-year extension on Permit B until May 31, 2010, for a cash payment of US$40,000 (C$48,720) (paid). (c) Prospecting Licenses In 2008, the Permittee acquired its first Prospecting License, the Aricheng Prospecting License (PL 12/2008), within the Permit A area in Guyana. The required bond was posted on April 21, 2008 and the signed license was received on May 8, 2008. On December 18, 2008, four additional Prospecting Licenses were approved for other areas of the Kurupung Batholith within the Permit A area, and the signed licenses have been received, effective March 12, 2009. The Prospecting Licenses grant the Permittee the exclusive right to explore for uranium, other radioactive and rare earth minerals in the respective area of each license. The licenses are conditional on annual rental payments over a license’s three-year tenure, and a work commitment in the first year. Details of each granted license are set out in the table below. Applications have also been submitted for five Prospecting Licenses within the Permit B area.  Table - Prospecting Licenses - Permit A area First year Aggregate 3-year work Reference Effective rental fees commitment number date Size (in US$) (in US$) PL 12/2008 May 8, 2008 12,180 acres (4,929 hectares) $25,578 $355,500 PL 02/2009 March 12, 2009 12,344 acres(4,995 hectares) $25,922 $80,000 PL 03/2009 March 12, 2009 11,517 acres (4,661 hectares) $24,186 $80,000 PL 04/2009 March 12, 2009 11,907 acres (4,819 hectares) $25,005 $80,000 PL 05/2009 March 12, 2009 12,386 acres (5,012 hectares) $26,011 $80,000  

 

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U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007 6. Property and equipment             Accumulated Net carrying December 31, 2008 Cost amortization value Guyana Field equipment $ 865,140 $ 283,760 $ 581,380 Vehicles 62,695 31,430 31,265 Mobile and drilling equipment 1,306,932 506,349 800,583 Furniture and fixtures 49,189 16,529 32,660 2,283,956 838,068 1,445,888 Canada Furniture and fixtures 35,082 10,759 24,323 $ 2,319,038 $ 848,827 $ 1,470,211                         Accumulated Net carrying December 31, 2007 Cost amortization value Guyana Field equipment $ 758,029 $ 152,644 $ 605,385 Vehicles 62,695 18,031 44,664 Mobile and drilling equipment 1,150,304 196,804 953,500 Furniture and fixtures 34,657 9,013 25,644 2,005,685 376,492 1,629,193 Canada Furniture and fixtures 16,192 6,216 9,976 $ 2,021,877 $ 382,708 $ 1,639,169  7. Related party transaction The Corporation entered into the following transactions with related parties: The Chief Financial Officer is a partner in a firm providing corporate secretarial and accounting services to the Corporation. During the year ended December 31, 2008, the Corporation expensed $44,190 (year ended December 31, 2007 - $48,887) for services rendered by this firm. In addition, as at December 31, 2008, this firm was owed $11,436 (December 31, 2007 - $11,549) and this amount was included in accounts payable and accrued liabilities. This transaction is in the normal course of operations and is measured at the exchange value (the amount established and agreed to by the related parties).  

 

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U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  8. Share capital a) Authorized Unlimited number of common shares b) Common shares issued Number of Shares Amount Balance, December 31, 2006 22,900,000 $ 29,606,277 Conversion of warrants 157,700 394,250 Fair market value of conversion of warrants - 197,440 Balance, December 31, 2007 and December 31, 2008 23,057,700 $ 30,197,967 On March 13, 2008, U3O8 Corp. announced that it adopted a shareholder rights plan (the "Rights Plan") and was approved, ratified and confirmed by the shareholders on June 26, 2008. The Rights Plan is designed to ensure the fair treatment of U3O8 Corp.’s shareholders in any transaction involving a change of control of the Corporation and will provide U3O8 Corp.’s board of directors and U3O8 Corp.'s shareholders with adequate time to evaluate any unsolicited take-over bid and, if appropriate, to seek out alternatives to maximize shareholder value. The TSX Venture Exchange has accepted notice of filing of the Rights Plan. The Rights Plan is similar to other rights plans adopted by many Canadian corporations. Until the occurrence of certain specific events, the rights will trade with the shares of the Corporation and be represented by certificates representing the shares. The rights become exercisable only when a person, including any party related to it or acting jointly with it, acquires or announces its intention to acquire 20% or more of the outstanding shares of the Corporation without complying with the Permitted Bid provisions of the Rights Plan. Should a non-Permitted Bid be launched, each right would entitle each holder of shares (other than the acquiring person and persons related to it or acting jointly with it) to purchase additional shares of the Corporation at a 50% discount to the market price at the time. It is not the intention of the Rights Plan to prevent take-over bids but to ensure their proper evaluation by the market. Under the Rights Plan, a Permitted Bid is a bid made to all shareholders for all of their shares on identical terms and conditions that is open for at least 60 days. If at the end of 60 days at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered and not withdrawn, the offeror may take up and pay for the shares but must extend the bid for a further ten days to allow all other shareholders to tender. 9. Stock options The Corporation maintains an employee stock option plan under which the Board of Directors, or a committee appointed for such purpose, may from time to time grant to employees, officers, directors of, consultants to, or investor relations consultants to, the Corporation, options to acquire common shares in such numbers, for such terms, and at such exercise prices, as may be determined by the Board or such committee.

 

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U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  9. Stock options (continued) The stock option plan provides that the maximum number of common shares in the capital of the Corporation that may be reserved for issuance for all purposes under the stock option plan shall not exceed 10% of the total issued and outstanding common shares at the time of the grant (on a non-diluted basis). The maximum number of common shares which may be reserved for issuance to any one optionee within any one year period pursuant to the stock option plan may not exceed 5% of the common shares issued and outstanding at the time of the grant. The options are valid for a maximum of five years from the date of issue. Vesting of options shall be released from time to time as determined by the Board of Directors of the Corporation in accordance with applicable stock exchange or other regulatory requirements, options issued to investor relations consultants must vest in stages over not less than 12 months with no more than 1/4 of the options vesting in any three month period. The exercise price of options equals the closing price of the Corporation's stock on the last trading day prior to the date of grant and the minimum exercise price is $0.10 per share. The following table reflects the continuity of stock options for the years ended December 31, 2008 and 2007:

Number of Weighted average Stock options exercise price ($) Balance, December 31, 2006 1,960,000 2.50 Issued (1) 90,000 3.63 Cancelled (35,000) 2.50 Balance, December 31, 2007 2,015,000 2.55 Issued (2)(3)(4) 610,000 0.91 Cancelled (638,750) 2.50 Forfeited (141,250) 2.45 Balance, December 31, 2008 1,845,000 2.04 (1) On March 6, 2007, the Corporation granted an aggregate of 90,000 incentive stock options to two consultants for geological services, pursuant to the Corporation’s Stock Option Plan, at an exercise price of $3.63 per share. The options are exercisable for a period of three years. For the purposes of the 90,000 options, the fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 89.03%; risk-free interest rate of 3.89% and an expected average life of 3 years. The estimated value of $190,890 will be recorded as a debit to the relevant expense category and credited to contributed surplus as the options vest. The options vest over eighteen months as to one-quarter immediately, one-quarter on September 6, 2007, one-quarter on March 6, 2008 and one-quarter on September 6, 2008. For the the year ended December 31, 2008, the impact on expenses was $29,157 (December 31, 2007 - $161,733).

 

- 78 - U3O8 Corp. 2008 Annual Report  

 

U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  9. Stock options (continued) (2) On January 15, 2008, the Corporation granted an aggregate of 300,000 incentive stock options to a key employee, pursuant to the Corporation’s Stock Option Plan, at an exercise price of $1.05 per share. The options are exercisable for a period of five years. For the purposes of the 300,000 options, the fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 101.80%; risk-free interest rate of 3.50% and an expected average life of 5 years. The estimated value of $241,500 will be recorded as a debit to the relevant expense category and a credit to contributed surplus as the options vest. The options vest over thirty-six months as to one-third on January 15, 2009, one-third on January 15, 2010 and one-third on January 15, 2011. For the year ended December 31, 2008, the impact on expenses was $141,431 (December 31, 2007 - $nil). (3) On May 1, 2008, the Corporation granted an aggregate of 40,000 incentive stock options to an investor relations officer of the Corporation, pursuant to the Corporation’s Stock Option Plan, at an exercise price of $0.65 per share. The options are exercisable for a period of five years. For the purposes of the 40,000 options, the fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 101.20%; risk-free interest rate of 2.99% and an expected average life of 5 years. The estimated value of $19,760 will be recorded as a debit to the relevant expense category and a credit to contributed surplus as the options vest. The options vest in tranches of 25% at 6-monthly intervals from their date of issue as to one-quarter on November 1, 2008, one-quarter on May 1, 2009, one-quarter on November 1, 2009 and one-quarter on May 1, 2010. For the year ended December 31, 2008, the impact on expenses was $12,075 (December 31, 2007 - $nil). (4) On June 26, 2008, the Corporation granted an aggregate of 270,000 incentive stock options to employees of the Corporation, pursuant to the Corporation’s Stock Option Plan, at an exercise price of $0.80 per share. The options are exercisable for a period of five years. For the purposes of the 270,000 options, the fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 101.40%; risk-free interest rate of 3.36% and an expected average life of 5 years. The estimated value of $169,830 will be recorded as a debit to the relevant expense category and a credit to contributed surplus as the options vest. The options vest from their date of issue as to one-quarter immediately, one-quarter on December 26, 2008, one-quarter on June 26, 2009 and one-quarter on December 26, 2009. For the year ended December 31, 2008, the impact on expenses was $118,852 (December 31, 2007 -$nil). (5) The weighted average fair value of the total options granted in 2008 on the grant date was $0.71. (6) During fiscal 2008, the Company's directors voluntarily cancelled 200,000 options with an exercise price of $2.50 and expiry date of December 15, 2009.  

 

- 79 - U3O8 Corp. 2008 Annual Report  

U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  9. Stock options (continued) (7) The portion of the estimated fair value of options granted in the current and prior periods and vesting during the year ended December 31, 2008 and 2007, which have been reflected in the statements of operating loss and comprehensive loss are as follows:  For the years ended December 31, 2008 2007 Canada Directors' stock based compensation $ 59,997 $ 842,277 Management compensation 64,996 117,183 Investor relations 43,091 49,476 Professional fees 2,568 21,976 170,652 1,030,912 Guyana Exploration expenditures in Guyana 136,941 540,333 Total $ 307,593 $ 1,571,245 (8) The following table reflects the actual stock options issued and outstanding as of December 31, 2008:

Weighted Average Number of Remaining Number of Options Number of Exercise Contractual Options Vested Options

Expiry Date price ($) Life (years) Outstanding (Exercisable) Unvested December 15, 2009 2.50 0.96 1,150,000 1,150,000 - March 6, 2010 3.63 1.18 90,000 90,000 - December 20, 2012 1.05 3.97 300,000 - 300,000 April 30, 2013 0.65 4.33 40,000 10,000 30,000 June 26, 2013 0.80 4.49 265,000 132,500 132,500 2.04 1,845,000 1,382,500 462,500  10. Warrants The following table reflects the continuity of warrants for the years ended December 31, 2008 and 2007:

Number of Weighted average Warrants exercise price ($)

Balance, December 31, 2006 726,000 2.50 Exercised (157,700) 2.50 Balance, December 31, 2007 568,300 2.50 Expired (568,300) 2.50 Balance, December 31, 2008 - 0.00   

 

- 80 - U3O8 Corp. 2008 Annual Report  

U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  11. Income taxes Future tax assets are as follows: December 31, December 31, 2008 2007 Future tax assets: Property and equipment - Canada $ 3,000 $ 2,000 Property and equipment - Guyana 293,000 - Non-capital losses - Canada 1,045,000 785,000 Tax losses - Barbados 2,000 11,000 Deferred exploration expenditures - Guyana 5,636,000 1,994,000 Unrealized foreign exchange on loans 78,000 - Cost of issue 248,000 430,000 Total future tax assets 7,305,000 3,222,000 Valuation allowance for future tax assets (1) (7,305,000) (3,222,000) Net future tax assets $ - $ - (1) The Corporation has provided a valuation allowance equal to the future tax assets because it is not presently more likely than not that they will be realized. The Corporation's actual income tax expense for each of the years ended is made up as follows:  For the years ended December 31, 2008 2007 Operating loss $ (11,343,683) $ (6,671,783) Expected income tax recovery at statutory rate 33.5% (2007 - 36.12%) (3,800,134) (2,409,848) Difference in tax rates 64,712 49,094 Non-deductible stock-based compensation 103,044 567,534 Other permanent differences (53,691) - Tax benefit not recognized 4,084,673 1,793,220 Other (398,604) - Actual income tax expense $ - $ - As at December 31, 2008, the Corporation has Canadian non-capital losses of approximately $3,593,300 and Barbadian tax losses of $97,800. No benefit from these amounts has been recorded in the consolidated financial statements. The Canadian non-capital losses will expire as follows: 2015 $ 18,300 2026 978,000 2027 1,346,000 2028 1,251,000 $ 3,593,300  The Barbadian tax losses will expire as follows: 2015 $ 23,200 2016 46,600 2017 28,000 $ 97,800

 

- 81 - U3O8 Corp. 2008 Annual Report  

U308 Corp. Notes to consolidated financial statements (A development stage company) (Expressed in Canadian dollars) December 31, 2008 and December 31, 2007  11. Income taxes (continued) The Corporation has deferred exploration expenditures in Guyana of approximately $16,103,000 for Guyanese income tax purposes which, under certain circumstances, may be utilized to reduce taxable income in future years. 12. Restricted cash The Corporation has an outstanding letter of guarantee in the amount of $43,300 (December 31, 2007 - $nil) that is required under the Regulations prescribed by the GGMC for a Prospecting Licence issued to the Corporation on April 21, 2008. In addition, the Corporation has a letter of guarantee totaling $6,200 (December 31, 2007 - $nil) that is required by the Corporation for exploration activities in Guyana. 13. Segmented information The Corporation primarily operates in one reportable operating segment, being the development of properties for production of uranium in Guyana. The Corporation has administrative offices in Toronto, Canada. Segmented information on a geographic basis is as follows: December 31, 2008

Cash and cash

equivalents

Guaranteed investment certificates

Restricted cash

Property

and equipment

Accounts receivable and other

assets

Total assets Canada $ 6,186,229 $ 4,619,801 $ - $ 24,323 $ 100,144 $ 10,930,497Guyana 466,036 - 49,500 1,445,888 129,283 2,090,707Barbados 129,175 - - - - 129,175

$ 6,781,440 $ 4,619,801 $ 49,500 $ 1,470,211 $ 229,427 $ 13,150,379 December 31, 2007

Cash and cash

equivalents

Guaranteed investment certificates

Restricted cash

Property

and equipment

Accounts receivable and other

assets

Total assets Canada $ 2,310,397 $ 19,760,581 $ - $ 9,976 $ 78,120 $ 22,159,074Guyana 336,211 - - 1,629,193 25,890 1,991,294Barbados 107,856 - - - - 107,856

$ 2,754,464 $ 19,760,581 $ - $ 1,639,169 $ 104,010 $ 24,258,224 14. Comparative information Certain comparative figures have been reclassified to confirm with current period financial statement presentation.

 

 

 

 

Unconformity-Style Uranium Exploration The Roraima Basin in Guyana is geologically similar to Canada’s Athabasca Basin that contains one third of the world’s current uranium resource U3O8 Corp. has identified targets based on characteristics that are common to unconformity-style uranium found in the Athabasca Basin being: 1) in or near major faults that typically contain graphite; 2) where permeable sedimentary layers within the basin lie against ridges in the basin floor; and 3) surrounded by specific clay mineral alteration and elevated levels of pathfinder chemical elements. Through the analysis of archived core previously drilled through the Roraima, we have confirmed that extensive Athabasca-type alteration exists in the Roraima Basin. This early stage groundwork to identify, refine and rank unconformity-related uranium targets is fundamental to focus our exploration in the most prospective parts of our wider reconnaissance area.   

Alteration Zoning Typically Associated with Unconformity-Related Uranium in the Athabasca

 

     

Example of a U3O8 Corp. Unconformity-Related Exploration Target in the Roraima Basin

The target was defined based on intense clay (sudoite-illite) and iron (hematite and iron sulphate) alteration zoning identified in archived core from a bore hole that was drilled some two kilometres south of a regional fault in the Roraima Basin – this is analogous to Athabasca-type alteration systems. U3O8 Corp’s interpretation of this target is conceptual in nature, and aims to provide context to the observed alteration. It is uncertain if further exploration will result in the identification of significant uranium mineralization within the target area.  

 

 

                          U3O8 Corp. 8 King Street East Suite 710 Toronto, ON M5C 1B5 Canada T  416.868.1491 F  416.868.1497 

www.u3o8corp.com

TSX‐V:  UWE