UNITED STATES

Securities and Exchange Commission

Washington, DC 20549

 

Form 20-F/A

(Amendment No. 1)

 

 

[ ]

 

Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934  

 

Or

 

 

[X]

 

Annual Report Pursuant to Section 13 or 15( d ) of the Securities Exchange Act of 1934  
  For the Fiscal Year Ended APRIL 30, 2013  

 

Or

 

 

[ ]

 

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

 

Or

 

 
[   ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934  
     
Date of event requiring this shell company report  
     
 

for the transition period from ______________ to _________________

 

 

 

Commission File Number :

 

0-28792

 
     
CanAlaska Uranium Ltd.  
(Exact Name of Registrant As Specified In Its Charter)  

 

Not Applicable

 
(Translation of Registrant’s Name Into English)  

 

British Columbia, Canada

 
(Jurisdiction of Incorporation or Organization)  

 

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

 
(Address of Principal Executive Offices)  

Mr. Peter Dasler

Telephone 604.688.3211 - E-mail - pdasler@canalaska.com

1020 - 625 Howe Street, Vancouver, BC, V6C 2T6

 
(Name, telephone number, e-mail  and address of company contact person)  
         
  Title of Each Class   Name on Each Exchange On Which Registered  
 

 

Not Applicable

 

 

Not Applicable

 
Securities Registered or to be Registered Pursuant to Section 12( g ) of the Act.  
Common Shares without par value  
(Title of Class)  
   
 

securities For Which There is a Reporting Obligation Pursuant

to Section 15( d ) of the Act.

  None
  (Title of Class)
                   
     
     

 

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common shares as of the close of the period covered by the annual report.
22,058,136 Common Shares without par value issued and outstanding at April 30, 2013

 

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

  yes   no X    

 

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

 

  yes   no X    

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

 

 

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

 

  yes X no      
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every  Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the

preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No 

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

Large accelerated filer  Accelerated filer  Non-accelerated filer X

 

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

International Financial Reporting

Standards as issued by the International Accounting Standards Board

X OTHER  
 
 

 

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

 
  Item 17   Item 18      
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of this Exchange Act).
             
  yes   no X    
 
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
  yes   no      
                                       
  ( i )  
     

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 20-F/A (the “Amendment No. 1”) to the annual report on Form 20-F for CanAlaska Uranium Ltd. (the “Company”) for the fiscal year ended April 30, 2013 filed on July 29, 2013 (the “2013 Form 20-F”) is being filed for the purpose of providing additional disclosures on certain of the Company’s mineral properties in accordance with Industry Guide 7 and to restate the consolidated financial statements to include the Company’s consolidated statements of net loss and comprehensive loss, changes in equity, and cash flows for the year ended April 30, 2011, as well as the related disclosures for the year in the notes to the consolidated financial statements, as had previously been reported as this was not originally presented in the 2013 Form 20-F.

 

This Amendment No. 1 has not been updated except as required to reflect the revisions noted above and only amends and restates Part I, Item 3, 4, 4A, 5, 18 and 19, Exhibits 12.1, 12.2, 11.1 and 13.2 described below as required to reflect the revisions described above. Disclosures related to this matter are included in Part II, Item 15, under “Controls and Procedures”, which describes a material weakness with respect to the Company’s internal control over financial reporting, and management’s conclusion that the Company’s internal control over financial reporting was not effective as of April 30, 2013.

  ( ii )  
     

TABLE OF CONTENTS  

 
  GLOSSARY OF MINING TERMS (vi)
 
  CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS (ix)
 

PART I  

 
ITEM 3. KEY INFORMATION 1
  A. Selected Financial Data 1
  B. Capitalization and Indebtedness 4
  C. Reasons for the Offer and Use of Proceeds 4
  D. Risk Factors 5
 
ITEM 4. INFORMATION ON THE COMPANY 8
  A. History and Development of the Company 8
  B. Business Overview 9
  C. Organizational Structure 9
  D. Property Plant and Equipment 10
 
    1 . WEST MCARTHUR PROJECT, SASKATCHEWAN 10
    2 . CREE EAST PROJECT, SASKATCHEWAN 11
    3 . NW MANITOBA, MANITOBA 12
    4 . RUTTAN, MANITOBA 12
    5 . PATTERSON CLAIMS, SASKATCHEWAN 12
    6 . BC COPPER, BIG CREEK, QUESNEL CLAIMS 12
 
    7 . COLLINS BAY, SASKATCHEWAN 12
    8 . OTHER PROJECTS 12
 
ITEM 4A. UNRESOLVED STAFF COMMENTS 15
 
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 15
  A. Operating Results 15
    Significant Accounting Policies 15
    Results of Operations - Consolidated Statement of Loss, Comprehensive Loss and Deficit  
    for the years ended April 30, 2013 and 2012 20
  B. Liquidity and Capital Resources 22
  C. Research and Development, Patents and Licenses, etc. 24
  D. Trend Information 24
  E. Off-Balance Sheet Arrangements 24
  F. Tabular Disclosure of Contractual Obligations 25
 
ITEM 8. FINANCIAL INFORMATION 38
  A. Consolidated Statements and Other Financial Information 38
  B. Significant Changes 38
 

PART II  

 
ITEM 15. CONTROLS AND PROCEDURES 49
  ( iii )  
     

 

  PART III  

ITEM 18. FINANCIAL STATEMENTS   65
ITEM 19. EXHIBITS   65
  SIGNATURES   67

 

 

The following financial statements are attached to and form a part of this report filed with the SEC:

Consolidated Financial Statements of the Company:

· Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements for the years ended April 30, 2013, 2012, and 2011.
· Consolidated Statements of Financial Position as at April 30, 2013 and 2012.
· Consolidated Statements of Loss, Comprehensive Loss and Deficit for the years ended April 30, 2013, April 30, 2012 and April 30, 2011.
· Consolidated Statements of Changes in Equity for the years ended April 30, 2013, April 30, 2012 and April 30, 2011.
· Consolidated Statements of Cash Flows for the years ended April 30, 2013, April 30, 2012 and April 30, 2011.
· Notes to the Consolidated Financial Statements.

EXHIBIT INDEX

 

The following exhibits are attached to and form part of this Annual Report:

Exhibit
12.1 Section 302 Certification of the Company's Chief Executive Officer
12.2 Section 302 Certification of the Company's Chief Financial Officer
13.1 Section 906 Certification of the Company's Chief Executive Officer
13.2 Section 906 Certification of the Company's Chief Financial Officer
99.1 Consolidated Financial Statements April 30, 2013, 2012 and 2011 (Restated)

 

 

 

 

 

 

 

 

  ( iv )  
     

 

GLOSSARY OF MINING TERMS

 

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

 

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

 

Fault Fracture in the Earth’s crust, along which there has been displacement of the sides relative to one another parallel to the fracture.
Gabbro A dark, coarse-grained intrusive igneous rock.
Geophysical Surveys The use of one or more geophysical techniques in geophysical exploration.
Grab Samples A sample of rock or sediment taken more or less indiscriminately at any place.
Gravity Gradient Survey A geophysical method used to map and mathematically model underground fault structures based on measurements of the gravity of rocks.
Gneiss Layered granite-like rock.
Gossan An iron-oxide rich weathered product overlying a sulphide deposit.
Granite A coarse-grained intrusive igneous rock consisting of quartz, feldspar and mica.
Gpt, or g/t Grams per tonne.
Hydrothermal Alteration The change in the mineralogy of the rock.  The old minerals are replaced by new ones because there has been a change in the conditions.  These changes could be changes in temperature, pressure, chemical conditions or any combination of these.  Hydrothermal alteration is a change in the mineralogy as a result of interaction of the rock with hot water fluids, called “hydrothermal fluids”.
Hydrothermal Fluids It causes hydrothermal alteration of rocks by passing (hot) water fluids through the rocks and changing their composition by adding, removing or redistributing components.  Temperatures can range from weakly elevated to boiling.  Fluid composition is extremely variable.  They may contain various types of gases, salts (briney fluids), water and metals.
Illite A layered alumino-silicate clay that is formed from hydrothermal environments.
Induced Polarization (IP)

A geophysical survey method which measures the electrochemical properties of rocks. Time domain IP methods measure the voltage decay or chargeability over a specified time interval after the induced voltage is removed. Frequency domain IP methods use alternating currents (AC) to induce electric charges in the subsurface and the apparent resistivity is measured at different AC frequencies.

 

g/t Au Grams per tonne gold.
Kimberlite A blue/grey igneous rock which contains olivine, serpentine, calcite and silica.
Km A measure of distance known as a kilometre.
Leach To dissolve from a rock. For example, when acidic water passes through fractured rocks, soluble minerals leach or dissolve from the rocks.
Licence See claim, but not necessarily physically marked on the ground.
Lode Zone of metal veins.
Mb The chemical symbol for molybdenum.
Mg The chemical symbol for magnesium.
Mafic Igneous rocks with dark minerals.
Max-Min EM A specific type of electromagnetic geophysical survey.
MEL See licence, specifically for Manitoba, Canada
Mesozoic Era One of the grand divisions of geologic time, follows the Paleaozoic and succeeded by the Cenozoic.
Metallurgy The study of extracting metals from their ores.
Mineralization The concentration of metals and their chemical compounds within a body of rock.
Ni The chemical symbol for nickel.
NSR Net Smelter Returns.  A royalty paid from the sale of mined minerals.
Opt Ounce per ton.
Ore A natural aggregate of one or more minerals, which at a specified time and place, may be mined and sold at a profit, or which from some part may be profitably separated.
  ( vi )  
     

 

Oz A measure of weight known as an ounce.
Permit Paperwork to allow certain types of activities in exploration
Placer A deposit of sand and gravel containing valuable metals such as gold, tin or diamonds.
Proterozoic Period of time in Earth’s history between 2.5 billion years ago and 544 million years ago.
Ppm Parts per million.
Pyrite A yellow iron sulphide mineral, normally of little value. It is sometimes referred to as "fool's gold".
Rare Earth Elements (REE) The rare earth elements (“Rare Earths” or “REE”) include the 15 elements in the Periodic Table of Elements, plus yttrium and scandium which have multiple uses in technology.
Radiometric dating The calculation of an age in years of geologic materials by any one of several age determination methods based on nuclear decay of natural radioactive elements contained in the material.
Sample A small portion of rock or a mineral deposit taken so that the metal content can be determined by assaying.
Sampling Selecting a fractional but representative part of a mineral deposit for analysis.
Shear or shearing The deformation of rocks by lateral movement along innumerable parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity.
Strike The coarse or bearing of a bed or layer of rock.
Tailings Material rejected from a mill after most of the recoverable valuable minerals have been extracted.
Th The chemical symbol for thorium.
U The chemical symbol for uranium.
U 3 O 8 Uranium oxide. The mixture of uranium oxides produced after milling uranium ore from a mine.  Sometimes loosely called “yellowcake”.  It is yellow in colour and is usually represented by the empirical formula U 3 O 8 . Uranium is sold in this form.
Unconformity A boundary separating two or more rocks of markedly different ages, marking a gap in the geologic record.
Unconformity Deposit Model

The theoretical model for the characterization of major uranium deposits located in the Athabasca Basin. Deposition/concentration of high-grade “unconformity” uranium deposits are thought to result from the chemical interaction of dissolved uranium present in water-saturated sediments above the unconformity with reducing gases and fluids generated from significant hydrothermal activity emanating from below the unconformity. High-grade uranium deposits have been observed to occur at, above and/or below the unconformity.

 

Many unconformity-type deposits are marked by the surrounding presence of sandstone and basement rocks that have also been chemically-altered due to hydrothermal activity. These larger rock “alteration” zones represent the primary targets for uranium explorers as the altered physical properties of the rocks can be detected via various airborne and land-based geophysical survey methods. In addition, the presence of geological fault structures is highly-correlated with high-grade uranium deposition, with the fault structures likely acting as the conduits for the upwelling of hydrothermal fluids.

Uraninite A mineral consisting of uranium oxide and trace amounts of radium and thorium and polonium and lead and helium; uraninite in massive form is called pitchblende which is the chief uranium ore.
Vein A fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source.
Volcanic rocks Igneous rocks formed from magma that has flowed out or has been violently ejected from a volcano.

 

  ( vii )  
     

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 20-F/A and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning reserves and mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed, and in the case of mineral reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or the negative and grammatical variations of any of these terms and similar expressions) be taken, occur or be achieved,) are not statements of historical fact and may be forward-looking statements. Such statements are included, among other places in this Annual Report on Form 20-F/A, in the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations”, "Description of Business" and "Description of Property." Forward-looking statements are subject to a variety of known and unknown risks and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. Uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

 

· risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;
· results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations;
· mining exploration risks, including risks related to accidents, equipment breakdowns or other unanticipated difficulties with or interruptions in production;
· the potential for delays in exploration activities or the completion of feasibility studies;
· risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses;
· risks related to commodity price fluctuations;
· the uncertainty of profitability based upon the Company's history of losses;
· risks related to failure of the Company and/or its joint venture partner to obtain adequate financing on a timely basis and on acceptable terms;
· risks related to environmental regulation, permitting and liability;
· political and regulatory risks associated with mining and exploration;
· other risks and uncertainties related to the Company's prospects, properties and business strategy.

 

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in the sections entitled “Risk Factors”, “Information on the Company” and “Operating and Financial Review and Prospects” and in the exhibits attached to this Annual Report on Form 20-F/A. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. Although the forward-looking information contained in this Annual Report is based upon what the Company’s management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such information. Forward-looking information reflects management’s current beliefs and is based on information currently available to the Company. Such information reflects current assumptions regarding future events and operating performance including, without limitation, a strong global demand for mineral commodities, continued funding and continued strength in the industry in which the Company operates, and speaks only as of the date of this discussion. The forward-looking information is made as of the date of this Annual Report. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

  ( viii )  
     

PART I

 

ITEM 3. KEY INFORMATION

 

A. Selected Financial Data

 

1. The selected financial data and the information in the following tables of the Company for the years ended April 30, 2013, April 30, 2012 and April 30, 2011 were derived from the consolidated financial statements of the Company. These consolidated financial statements have been prepared in accordance with and in full compliance with International Financial Reporting Standard as issued by the International Accounting Standards Boards (“IFRS”), which differ in certain respects from the principles the Company would have followed had its consolidated financial statements been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

 

The Company’s consolidated financial statements are presented in Canadian dollars. The consolidated financial statements are prepared on the historical cost basis except for certain financial instruments which are measured at fair value.

 

The selected financial data should be read in conjunction with the consolidated financial statements along with the notes thereto, the Management Discussion and Analysis (“MDA”) dated July 19, 2013, filed herewith, and Item 5 – Operating and Financial Review Prospects.

 

2. The table below summaries certain consolidated financial information in accordance with IFRS for the years ending April 30, 2013, April 30, 2012 and April 30, 2011. The information has been derived from the consolidated financial statements filed herewith.

 

International Financial Reporting Standards

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

 

$000’s

 

2013

 

2012

 

 

2011

 

 

Assets

     
Cash and cash equivalents 1,265 4,394 9,642
Other current assets 144 466 981
Mineral properties 1,238 1,356 1,797
Other non-current assets 578 849 959
Total assets 3,225 7,065 13,379
Liabilities      
Current liabilities 195 1,792 2,461
Shareholders’ Equity      
Common shares 73,205 73,210 72,108
Equity reserve 10,682 10,506 10,170
Investment revaluation reserve (1) 53 267
Deficit (80,856) (78,496) (71,627)
       
Revenues - - -
Exploration costs 876 5,119 7,717
Other expenses 1,484 1,750 2,079
Net loss for the year (2,360) (6,869) (9,796)
Unrealized loss (gain) on available-for-sale securities 54 214 (257)
Total comprehensive loss for the year (2,414) (7,083) (9,539)
Weighted Avg.# of shares outstanding (000’s) 22,058 20,425 18,114
Net loss per share – basic and diluted (0.11) (0.34) (0.54)

 

 

2. (a)      The table below summaries certain consolidated financial information for the years ending April 30, 2010 and 2009 in accordance with U.S. GAAP in Canadian dollars, which have been derived from previously published consolidated financial statements for the year ended dates.

  - 1 -  
     

 

 

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

 

$000’s

 

 

2010

 

 

2009

 

 

Assets

   
Cash 7,889 6,339
Restricted cash 833 -
Other current assets 1,409 1,272
Mineral properties 1,043 583
Other non-current assets 1,134 1,144
Total assets 12,308 9,338
Liabilities    
Current liabilities 1,626 1,194
Future income tax liability - -
Shareholders’ Equity    
Common shares 67,655 62,219
Contributed surplus 10,108 8,383
Accumulated other comprehensive income 10 9
Deficit (76,613) (68,439)
Non-controlling interest 9,554 5,972
     
Revenues - -
Exploration costs 6,652 7,418
Other expenses 2,973 3,688
Loss before income taxes (9,625) (11,106)
Future income tax (expense) recovery - -
Net loss for the year (9,625) (11,106)
Loss attributable to non-controlling interests 1,418 1,097
Loss attributable to common shareholders (8,207) (10,009)
Unrealized (gain) loss on available-for-sale securities (1) 157
Comprehensive loss for the year (9,624) (11,263)
Weighted Avg.# of Shares Outstanding 15,376 13,716
Net Loss Per Share – basic and diluted (0.53) (0.72)

 

2. (b)       The table below summaries certain consolidated financial information for the years ending April 30, 2010 and 2009 in accordance with Canadian GAAP in Canadian dollars, which have been derived from previously published consolidated financial statements for the year ended dates.

 

  - 2 -  
     

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

 

$000’s

 

 

2010

 

 

2009

 

 

Assets

   
Cash 8,722 6,339
Other current assets 1,409 1,272
Mineral properties 46,245 39,133
Other non-current assets 1,134 1,144
Total assets 57,510 47,888
Liabilities    
Current liabilities 1,626 1,194
Future income tax liability 3,399 2,654
Shareholders’ Equity    
Common shares 60,878 56,183
Contributed surplus 9,665 7,940
Accumulated other comprehensive income 10 9
Deficit (30,668) (27,692)
Non-controlling interest 12,600 7,600
     
Revenues - -
Exploration costs 477 1,008
Other expenses 2,960 2,815
Loss before income taxes (3,437) (3,823)
Future income tax (expense) recovery 461 268
Net loss for the year (2,976) (3,555)
Unrealized (gain) loss on available-for-sale securities (1) 157
Comprehensive loss for the year (2,975) (3,712)
Weighted Avg.# of Shares Outstanding 15,576 13,716
Net Loss Per Share – basic and diluted (0.19) (0.26)

 

 

3. (a)       On March 17, 2014 the exchange rate of the Canadian dollar into United States Dollars based on the nominal rate for U.S. Dollars reported by the Bank of Canada was $1.00 equals C$1.11.

 

3. (b)       U.S. Dollar/Canadian Dollar Exchange Rates for Previous Six Months

 

2013 February March April May June
High 1.0314 1.0343 1.0295 1.0402 1.0556
Low 0.9989 1.0174 1.0119 1.0054 1.0186

 

3. (c) U.S. Dollar/Canadian Dollar Exchange Rates for the Five Most Recent Financial Years

 

Fiscal Year Ended Average High Low Close
April 30, 2013 1.0035 1.0397 0.9683 1.0075
April 30, 2012 0.9959 1.0630 0.9383 0.9879
April 30, 2011 0.9873 1.0582 0.9218 0.9464
April 30, 2010 1.0109 1.1079 1.0038 1.0158
April 30, 2009 1.1926 1.1977 1.1875 1.1930

 

B. Capitalization and Indebtedness

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

 

C. Reasons for the Offer and Use of Proceeds

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

 

  - 3 -  
     
D. Risk Factors

The Company is engaged in the exploration of mineral properties, an inherently risky business. An investment in our common shares is highly speculative and subject to a number of known and unknown risks.  Only those persons who can bear the risk of the entire loss of their investment should purchase our securities.  An investor should carefully consider the risks described below and the other information that we file with the SEC and with Canadian securities regulators before investing in our common shares.  There is no assurance that funds spent on the exploration and development of a mineral deposit will result in the discovery of an economic ore body. Most exploration projects do not result in the discovery of commercially mineable ore deposits.  The risks described below are not the only ones faced.  Additional risks that we are not currently aware of or that we currently believe are immaterial may become important factors that affect our business.  If any of these risks occur, operating results and financial conditions could be seriously harmed, the market price of our common shares could decline and the investor may lose all of their investment.  The risk factors set forth below and elsewhere in this Annual Report, and the risks discussed in our other filings with the SEC and Canadian securities regulators may have a significant impact on our business, operating results and financial condition and could cause actual results to differ materially from those projected in any forward-looking statements.  See “Cautionary Note Regarding Forward-Looking Statements”.

 

Cash Flows and Additional Funding Requirements

The Company has limited financial resources, no sources of operating cash flows and no assurances that sufficient funding, including adequate financing, will be available. If the Company’s exploration programs are successful, additional funds will be required in order to complete the development of its projects. The sources of funds currently available to the Company are the sale of marketable securities, the raising of equity capital or the offering of an ownership interest in its projects to a third party. There is no assurance that the Company will be successful in raising sufficient funds to conduct further exploration and development of its projects or to fulfill its obligations under the terms of any option or joint venture agreements, in which case the Company may have to delay or indefinitely postpone further exploration and development, or forfeit its interest in its projects or prospects. Without further financing and exploration work on its properties the Company expects its current 780,358 ha of property to reduce to 741,319 ha by December 31 2013, and 683,728 ha by December 31 2014. The Company’s Fond Du Lac property reaches its last anniversary on February 25 2014, following which time a new lease will be required by the Fond Du Lac community from Aboriginal and Northern Affairs Canada. The Cree East and West McArthur projects, with current work filings are in good standing for a minimum 15 years from the current date.

 

Commodity Prices

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

 

Competition

The mining industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself with respect to the discovery and acquisition of interests in mineral properties, the recruitment and retention of qualified employees and other persons to carry out its mineral exploration activities. The Company has a large land position in the Athabasca Basin, and has carried out extensive exploration, but has not defined an economic deposit. Other exploration companies have been successful with the discovery of deposits in the Athabasca, and these companies tend to attract investors away from CanAlaska. CanAlaska relies on the ongoing support of its JV partners to fund their portion of exploration, however additional funding from the current partners is uncertain. Competition in the mining industry could adversely affect the Company’s prospects for mineral exploration in the future.

 

Foreign Political Risk

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

  - 4 -  
     

 

Government Laws, Regulation and Permitting

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

 

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

 

Title to Properties

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

 

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

 

Estimates of Mineral Resources

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

 

Key Management

The success of the Company will be largely dependent upon the performance of its key officers, consultants and employees. Locating mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration personnel involved. The success of the Company is largely dependent on the performance of its key individuals. Failure to retain key individuals or to attract or retain additional key individuals with necessary skills could have a materially adverse impact upon the Company’s success. The Company on July 31, 2012 terminated all long term employment contracts with senior management and completed the negotiation of reduced contracts with the CEO, former CFO and VP Exploration. The VP Corporate Development position was terminated and the responsibilities have been assumed by the CEO. Remaining technical staff are working on part time contracts. In January 2013, Mr. Chan, the Corporate Controller took over the position of CFO replacing Mr. Ramachandran. In June 2013, the Company received the resignation of board member, Hubert Marleau.

 

Volatility of Share Price

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

 

Foreign Currency Exchange

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

  - 5 -  
     

Conflict of Interest

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

 

Mineral Exploration Risks

Mineral exploration activities and, if warranted, development activities generally involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Environmental hazards, industrial accidents, unusual or unexpected geological formations, fires, power outages, labour disruptions, flooding, explosions, cave-ins, land-slides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. Operations and activities in which we have a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of precious and base metals, any of which could result in work stoppages, damage to or destruction of mines, if any, and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage. We may become subject to liability for certain hazards which we cannot insure against or which we may elect not to insure against because of premium costs or other reasons. The payment of such liabilities may have a material, adverse effect on our financial position. At the present time, we do not conduct any mining operations and none of our properties are under development, and, therefore, we do not carry insurance to protect us against certain inherent risks associated with mining. Reclamation requirements vary depending on the location and the managing regulatory agency, but they are similar in that they aim to minimize long term effects of exploration and mining disturbance by requiring the operating company to control possible deleterious effluents and to re-establish to some degree pre-disturbance landforms and vegetation.

 

We Are An Exploration Stage Company

At present, none of our properties have a qualified and measured body of ore and all our proposed exploration programs are an exploratory search for ore. We will only develop our mineral properties if we obtain satisfactory results from our exploration programs. The development of uranium and other mineral properties is affected by many factors, including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. We have relied and may continue to rely upon consultants and others for exploration expertise. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. We cannot assure you that any mineral deposits will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. Depending on the price of uranium or other minerals produced, if any, we may determine that it is impractical to commence or, if commenced, continue commercial production.

 

The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the global marketing conditions for uranium and other metals, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals and environmental protection.

 

Canadian and U.S. Reporting of Reserves Are Different

Our reserve and resource estimates are not directly comparable to those made in filings subject to SEC reporting and disclosure requirements, as we generally reports reserves and resources in accordance with Canadian practices. These practices are different from those used to report reserve and resource estimates in reports and other materials filed with the SEC. It is Canadian practice to report measured, indicated and inferred resources, which are not permitted in disclosure filed with the SEC by United States issuers. In the United States, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. United States investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves.

 

Further, "inferred resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Disclosure of "contained ounces" is permitted disclosure under Canadian regulations; however, the SEC permits issuers to report "resources" only as in-place tonnage and grade without reference to unit of metal measures.

 

  - 6 -  
     

Accordingly, information concerning descriptions of mineralization, reserves and resources contained in this Annual Report, or in the documents incorporated herein by reference, may not be comparable to information made public by United States companies subject to the reporting and disclosure requirements of the SEC.

 

The Company believes it is likely a "passive foreign investment company" which will likely have adverse U.S. federal income tax consequences for U.S. shareholders

 

U.S. shareholders should be aware that the Company believes it was classified as a passive foreign investment company (“PFIC”) during the tax year ended April 30, 2013, and may be a PFIC in future tax years. If the Company is a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of common shares, or any so-called “excess distribution” received on its common shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective "qualified electing fund" election (“QEF Election”) or a "mark-to-market" election with respect to the common shares. A U.S. shareholder who makes a QEF Election generally must report on a current basis its share of the Company's net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. However, U.S. shareholders should be aware that there can be no assurance that the Company will satisfy record keeping requirements that apply to a qualified electing fund, or that the Company will supply U.S. shareholders with information that such U.S. shareholders require to report under the QEF Election rules, in the event that the Company is a PFIC and a U.S. shareholder wishes to make a QEF Election. Thus, U.S. shareholders may not be able to make a QEF Election with respect to their common shares. A U.S. shareholder who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer’s basis therein. This paragraph is qualified in its entirety by the discussion below under the heading “Certain United States Federal Income Tax Considerations.” Each U.S. shareholder should consult its own tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.

 

Estimates of Mineral Resources

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

 

Our Stock Is Thinly Traded

The trading market for our shares is not always liquid. The market price of our common shares has ranged from a high of $0.43 and a low of $0.12 during the twelve month period ended April 30, 2013. Although our shares trade on the Toronto Stock Exchange, FINRA Over-the-Counter Bulletin Board and on the Frankfurt Stock Exchange, the volume of shares traded at any one time can be limited, and, as a result, there may not be a liquid trading market for our shares.

 

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

 

The Company was incorporated on May 22, 1985 under the laws of the Province of British Columbia, Canada under the name Canadian Gravity Recovery Group Ltd. On June 14, 1985, the Company changed its name to CanAlaska Resources Ltd. On September 15, 1993, the Company consolidated its share capital on a four for one basis and changed its name to International CanAlaska Resources Ltd. On October 19, 1999, the Company consolidated its share capital on a five for one basis and changed its name to CanAlaska Ventures Ltd. The Company was transitioned under the British Columbia Business Corporations Act on September 24, 2004. The Company changed its name to CanAlaska Uranium Ltd. on October 11, 2006. On November 8, 2010, the Company consolidated its share capital on a 10 for one basis. On June 21, 2011, the Company’s shares were listed for trading on the Toronto Stock Exchange and were de-listed from the TSX Venture Exchange. The registered office is #1020 – 625 Howe Street, Vancouver, BC, V6C 2T6, Canada. The telephone number is 604.688.3211 the fax number is 604.688.3217. The Company’s host agent in the United States is Incorp Services Inc., 375 N. Stephanie Street, Suite 1411, Henderson, Nevada 89014-8909, USA.

 

  - 7 -  
     
B. Business Overview

 

The Company is an exploration stage company engaged in the acquisition and exploration of mineral properties, principally in Canada. The Company aims to acquire and advance its projects to a stage where they can be exploited at a profit or it can arrange joint ventures, whereby other companies provide funding for development and exploitation. The Company’s principal focus has been exploring for high-grade uranium deposits in the Athabasca Basin area of Saskatchewan.

 

Due to increasingly difficult market conditions facing junior uranium exploration, the Company’s management is evaluating its priorities and has taken steps to reduce discretionary expenditures. From time to time, the Company will evaluate new properties and direct activities to these based on the Board of Director’s evaluation of financial and market considerations at the time.

 

The Company intends to restrict its exploration activity in the uranium sector until financial markets recover. Management intends to continue its efforts to joint venture or sell its various uranium assets to reduce ongoing expenditures and strengthen its treasury. The Company has reduced the size of its operations team to match reduced project funding and market financings.

 

The Company is in the early stages of exploration on all of its mineral properties.

 

The Company generates the majority of its exploration projects, and in the past has organized and managed technical staff and field crews to carry out project work on its own behalf and for others. The Company has reduced its overall staff levels, and will continue this path if there is a continued decline in the ability to support uranium exploration.

 

The Company can give no estimate of the time to reach discovery on any of its projects. This is dependent upon the availability of funding, the prospectivity of the projects, and the successful completion of exploration and drill programs.

 

As part of its efforts to conserve its cash position and reduce obligations, between July 13 and July 31, 2012 the Company terminated the management contracts of all of its senior management team and entered into new management contracts on August 1, 2012. For details of the new management contracts, see “Executive Compensation” section of this 20-F.

 

C. Organizational Structure

 

CanAlaska Resources Ltd. USA (“CanAlaska USA”) is a wholly-owned subsidiary incorporated by the Company in the State of Nevada on May 16, 1988 for the purpose of mineral exploration in Alaska. The Company’s registered agent in the State of Nevada is Incorp. Services Inc., 2360 Corporate Circle – Suite 400, Henderson, Nevada 89074-7722 USA.

 

Golden Fern Resources Limited is a wholly-owned subsidiary incorporated under the Companies Act of New Zealand on August 15, 1993 for the purpose of exploration of mineral resources in New Zealand.

 

CanAlaska West McArthur Uranium Ltd. (“CWMU”) is a wholly-owned subsidiary that was incorporated under the Business Corporations Act of British Columbia on March 15, 2007. CWMU acts as the operator for the 50/50 West McArthur Joint Venture Project located in the Athabasca basin Saskatchewan, Canada, with MC Resources Canada Ltd., (a division of Mitsubishi Development PTY Ltd.) and the Company.

 

Canada-Korea Uranium Limited Partnership (“CKULP”) was registered under the Partnership Act (Section 51) on December 14, 2007, for the partners to carry out uranium exploration and development of the Cree East Property located in the Athabasca basin, Saskatchewan, Canada. The partners include a consortium of four Korean entities consisting of Hanwha Resources (Canada) Ltd., Kores Canada Corp., Kepco Canada Energy Ltd., SK Networks Co., Ltd., (together referred to the “Consortium” (50%)) and the Company (50%).

 

CanAlaska Korea Uranium Limited (“CKUL”) was incorporated on July 4, 2007 under the Business Corporations Act of British Columbia to act as General Partner of the Canada-Korea Uranium Limited Partnership for the purpose of exploring the Cree East Joint Venture Property located in the Athabasca basin, Saskatchewan, Canada. CKUL is held 50% by the Consortium members and 50% by the Company.

 

Poplar Uranium Limited is a wholly owned subsidiary that was incorporated under the Business Corporations Act of British Columbia on August 22, 2007. The company holds the title to one recently acquired gold property in Nunavut.

 

  - 8 -  
     
D. Property, Plants and Equipment

 

Overview

The Company currently has 18 projects within the Athabasca basin area and has carried out exploration programs on 6 of these in the past year. In fiscal 2013, the Company spent $0.6 million ($1.0 million net of $0.4 million from reimbursements from partners) on exploration costs in the Athabasca Basin area. The two largest exploration projects were at West McArthur and at Cree East.

 

Exploration spending in the fourth quarter of 2013 is significantly down from the same comparative quarter of 2012, as the Company has reduced its exploration spend to conserve cash relative to the prior period. In the fourth quarter, the Company historically spent this time drilling in the winter season in the Athabasca Basin at our various projects.

 

The following table summarizes the Company’s expenditures for twelve months ended April 30, 2013.

 

Table 2: ($000's)

Total Exploration

Cree East West McArthur Fond du Lac NW Manitoba Other Athabasca Basin Projects New Zealand Other and Generative Projects Total
Camp Cost & Operations 4 (7) - - - - 9 6
Drilling - - 9 - - - - 9
General & Admin 37 77 3 10 13 6 129 275
Geochemistry 6 16 - 1 - - 8 31
Geology 73 65 1 8 20 - 75 242
Geophysics 2 226 4 8 23 - 62 325
Other 62 28 - 10 1 - 21 122
Gross Expenditures 184 405 17 37 57 6 304 1,010
Reimbursement (91) (213) - - - - (74) (378)
Net Expenditures 93 192 17 37 57 6 230 632

 

The following section contains a comparative breakdown of project expenditures for the Company’s significant projects.

 

1. West McArthur Project, Saskatchewan – Mitsubishi

 

The West McArthur project in the Athabasca Basin, Saskatchewan, was optioned in April 2007 to Mitsubishi Development Pty Ltd., a subsidiary of Mitsubishi Corporation of Japan. Under the option agreement, Mitsubishi could exercise an option to earn a 50% interest in the property by investing $11.0 million. In February 2010, Mitsubishi exercised their option with a payment to the Company and an unincorporated 50/50 joint venture was formed between the parties to pursue further exploration and development of the property. As at April 30, 2013, the Company holds a 50% interest in the West McArthur project. Mitsubishi holds the remaining 50% interest in the property. The Company acts as project operator under the supervision and guidance of Dr. Karl Schimann,, P. Geo. and Mr. Peter Dasler, P. Geo.and earns a fee between 5% and 10%, based on expenditures incurred. Included within Other expenses are management fees charged to and reimbursed by Mitsubishi for CanAlaska acting as the project operator.

 

Table 3: ($000's) Quarterly Year Ended  
West McArthur Project Q112 Q212 Q312 Q412 Q113 Q213 Q313 Q413 Apr-12 Apr-13 LTD  
Camp Cost & Operations -     -  143 230 - - - (8) 373 (8) 2,976  
Drilling - -  72 1,165 - - - - 1,237 - 6,745  
General & Admin 40 32 27 23 31 26 12 8 122 77 2,097  
Geochemistry 8 4 1 27 15 1 - - 40 16 339  
Geology 19 49 10 176 48 16 1 - 254 65 1,000  
Geophysics 652 161 63 274 211 12 4 - 1,150 227 5,775  
Other 50 29 53 106 20 3 6 - 238 29 674  
Gross Expenditures 769 275 369 2,001 325 58 23 - 3,414 406 19,606  
Reimbursement (403)  (144)  (193) (1,041) (171) (30) (12) - (1,781) (213) (14,208)  
Net Expenditures 366 131 176 960 154 28 11 - 1,633 193 5,398  
                               

 

  - 9 -  
     

The West McArthur project is located between 6 and 30 kilometres west of the producing McArthur River uranium mine operated by Cameco Corp, and covers approximately 36,000 hectares. On the property there is evidence of hydrothermal alteration extending well into the sandstone, matching the typical alteration model of Athabasca unconformity style uranium deposits. There is evidence of uranium mineralization from drill testing in multiple areas, either as enrichment at the unconformity or in basement stringers. The most compelling features for further exploration are the uranium values in sandstone higher in the stratigraphy, the hematized and broken rock in the sandstone, and the pattern of basement offsets and geophysical conductivity.

 

The project is accessible during the winter drill season by seasonal winter ice roads and winter trails and during the summer exploration season by air and water. There is no physical plant or permanent infrastructure on the property and no source of power. There are multiple extensive lakes which can provide a source of water for the project.

 

The mineral rights for West McArthur were acquired between October 2004 and February 2009 from the Ministry of Energy and Resources in the province of Saskatchewan, Canada. The claim numbers are as follows, S-107561, S-107562, S-107563, S-107565, S-107773, S-108010, S-108011, S-108012, S-111412 S-111413, S-111511 and S-111512. The mineral rights to West McArthur are valid and in good standing with the earliest claim requiring renewal in October 2029 with no further exploration expenditures required. An annual assessment report is required to be filed by the Company with the Ministry of Energy and Resources to disclose the exploration activities on this claim. There is no fee for filing the annual assessment report.

 

In April 2012, the Company announced a preliminary summary of drilling at its West McArthur project. Seven diamond drill holes were completed in February and March 2012, to test a series of individual zones where the resistivity lows were coincident with the EM conductors within the Grid 5 area. Total meterage drilled in the season was 6,422 metres, including one abandoned drill hole. The winter 2012 drill programme has demonstrated on Grid 5 the presence of requisite geological environment for unconformity uranium deposits. Significant faulting and fracturing are present in a number of drill holes, with individual radioactive spikes or elevated radioactivity in zones of hydrothermal alteration.

 

In June 2012, the Company reported the results of drill core geochemistry on the West McArthur property. Drill holes WMA028 and WMA034 produced very positive results for uranium. Both intersected parts of a highly-altered graphitic pelite unit and are thought to be within 50 metres of the targeted conductor, which was identified from the down-hole geophysical surveys. The targets generated at the eastern end of Grid 5 matched and extended a historical conductor, which was drill-tested by Uranerz in 1989. Neither of the two historical drill holes intersected their targeted basement conductor, but, significantly, contained dravite clay and pyrite along with narrow, steep, clay rich fault gouges/breccia in the top 350-400 metres of the sandstone column. In one historical hole, the upper 400 metres of sandstone showed anomalous uranium and trace elements. Drill holes WMA028 and WMA034 are located in this area. Both show deep alteration into the basement rocks, indicating and confirming a substantial hydrothermal alteration system.

 

The potential of this project is for unconformity style uranium mineralization of both the Simple (Low REE, basement hosted) and the Complex ( High REE, Sandstone hosted) types of uranium. Previous exploration was hampered by the depths to the basement, however, recent advances with airborne geophysical survey technology has enabled penetration to those depths. Multiple exploration programs since 2005 have identified targets with strong geophysical feature, similar to those near existing uranium mines. Limited drill testing in several of these areas have shown the basement offsets, hydrothermal clay alteration, and elevated uranium geochemistry consistent with the Athabasca unconformity deposit model. The project, has four target areas which are being evaluated for further drill testing.

 

The property has undergone a series of exploration programs, including extensive geophysics and drilling of over 35 drill holes since 2005. Approximately $19.6 million has been spent by the joint venture.

 

The next drill programs are dependant on financing. The project does not have a drill program planned for 2014. Active full season programs of 6-9 drill holes are generally budgeted at $3 to $4 million, including drill geophysics, camp and logistics. The project currently has a maintenance budget of approximately $100,000 for 2014 which will be funded 50% by CanAlaska and 50% by Mitsubishi.

 

As at April 30, 2013, the total exploration costs incurred for the West McArthur project was $19.6 million. Further exploration expenditures for this project has been deferred in 2013/2014 to await better capital market conditions in order to raise exploration funds. The West McArthur property is without known reserves and any proposed program is exploratory in nature.

  - 10 -  
     

 

 

 

 

 

 

2. Cree East Project, Saskatchewan – Korean Consortium

 

The Cree East project is located in the south-eastern portion of the Athabasca Basin, 35 kilometres west of the formerly producing Key Lake mine and 5 to 22 kilometres north of the south rim of the Athabasca Basin. The project is comprised of 17 contiguous mineral claims totalling approximately 58,000 hectares. In December 2007 a Korean Consortium (Hanwha Corp., Korea Electric Power Corp., Korea Resources Corp. and SK Networks Co. Ltd.), agreed to spend $19.0 million on the properties to earn into a 50% interest in the Cree East project.

 

As of April 30, 2013, the Korean Consortium has contributed its $19.0 million towards exploration of the project and holds a 50% ownership interest in both CanAlaska Korea Uranium Ltd. and the Canada-Korea Uranium Limited Partnership. The remaining 50% interest is held by CanAlaska. The following table summarizes the Korean Consortium expenditures and advances by quarter and life to date (“LTD”) on the project. The table does not include a $1.0 million payment made directly to CanAlaska in 2007 ($0.6 million) and 2010 ($0.4 million) for intellectual property associated with the project. As at April 30, 2013, the Company is holding approximately $605,000 of joint venture funds.

 

Table 4: ($000's) Quarterly Year Ended  
Cree East Project Q112 Q212 Q312 Q412 Q113 Q213 Q313 Q413 Apr-12 Apr-13 LTD
Camp Cost & Operations - -  163 279 4 - - - 442 4 3,344
Drilling  (6) -  186 1,163 - - - - 1,343 - 6,713
General & Admin 62 (19) 6 15 5 - 14 18 64 37 477
Geochemistry 3 1 2 32 5 1 - - 38 6 536
Geology 30 14 44 211 49 2 2 20 299 73 1,582
Geophysics 4 10 171 38 1 - 1 - 223 2 3,259
Management Fees 8 (31) 60 182 10 1 3 6 219 20 1,552
Other 10 2 27 66 30 4 5 3 105 42 1,464
Net Expenditures 111 (23) 659 1,986 104 8 25 47 2,733 184 18,927

The project is accessible during the winter drill season by seasonal winter ice roads and winter trails and during the summer exploration season by air and water. There is no physical plant or permanent infrastructure on the property and no source of power. There are multiple extensive lakes which can provide a source of water for the project.

 

The mineral rights for Cree East were acquired between November 2004 and June 2010 from the Ministry of Energy and Resources in the province of Saskatchewan, Canada. The claim numbers are as follows, S-107757, S-107774, S-107775, S-107776, S-107777, S-107778, S-107779, S-107780, S-108357, S-108358, S-108382, S-108383, S-108384, S-108385, S-108386, S-108387 and S-111809. The mineral rights to Cree East are valid and in good standing with the earliest claim requiring renewal in November 2020 with no further exploration expenditures required. An annual assessment report is required to be filed by the Company with the Ministry of Energy and Resources to disclose the exploration activities on this claim. There is no fee for filing the annual assessment report.

 

The project area covers Athabasca group conglomerates and sandstones. Sandstone unconformably overlies basement at depths in the order of 200 to 300 metres in the south. Structural breaks which trend across the across the property further drop the basement to estimated depths of 800 to 900 metres across the northern edge of the property The basement is composed of the Lower Proterozoic, (Trans Hudson) Mudjatik domain, granitoids and associated minor supercrustals (psammites, pelites and metavolcanics) A significant portion of the property is considered to be underlain by rocks of the highly prospective Wollaston Domain.

 

In May 2012, the Company reported receipt of uranium assay results and trace element geochemistry for the winter drill program on the Cree East project. The results confirm the anomalous multi-element enrichments in the large alteration zone identified at Zone B and additional gold and uranium mineralization in drill hole CRE080, which intersected mineralized iron formation at Zone J.

 

The property has undergone extensive exploration since 2005 with $18.9 million expended on surveys, extensive geophysical testing and over 70 drill holes testing targets.

 

The potential of this project is for unconformity style uranium mineralization of both the Simple (Low REE, basement hosted) and the Complex (High REE, Sandstone hosted) types of uranium. The area has numerous conductors and faults which act as both the conduit and the trap for potential uranium mineralization. A number of structures and conductive targets have been identified from the Company's exploration efforts. The next substantial work programs on the property will consist mainly of drill testing the current targets. Active full season programs of 15-18 drill holes are generally budgeted at $3 to $4 million, including drill geophysics, camp and logistics. There is a planned program of geophysics to be performed by an external third party for winter field season 2014, budgeted at $350,000 which will be funded by the joint venture funds held. A $3 million summer drill program has been approved, subject to financing.

  - 11 -  
     

 

Under the Cree East agreement, CanAlaska is entitled to charge an operator fee of 10% to recoup its indirect costs associated with the project, which the Company recognizes as management fees. CanAlaska acts as project operator under the supervision and guidance of Dr. Karl Schimann,, P. Geo. and Mr. Peter Dasler, P. Geo.

 

As at April 30, 2013, the total exploration costs incurred for the Cree East project was $18.9 million. Further exploration expenditures for this project has been deferred. The Korean Consortium and CanAlaska are actively marketing the Cree East project for option or joint venture to allow for the continuation of drill exploration. Work permits are in place, but current expenditures are minimized. The Cree East property is without know reserves and any proposed program is exploratory in nature.

  - 12 -  
     

  

 

 

3. NW Manitoba, Manitoba

 

This property consists of approximately 144,000 hectares and lies in northwest Manitoba just east of the border of northeast Saskatchewan, between 90 and 170 kilometres northeast along the Wollaston trend of basement formations hosting uranium deposits, which include Rabbit Lake, Collins Bay and Eagle Point Uranium mines. It is 70 kilometres north of the community of Lac Brochet. As at April 30, 2013, CanAlaska holds a 100% interest in this property. The mineral exploration licenses for NW Manitoba were applied for and acquired between January 2005 and April 2006 from the Department of Innovation, Energy and Mines in the province of Manitoba, Canada. The exploration licenses are as follows, 166B, 236B and 247B. The mineral exploration licenses are valid to with the earliest license requiring renewal in January 2014. The Company has applied to renew the mineral exploration licenses with the Department of Innovation, Energy and Mines in the province of Manitoba for a further 5 year period. The Company will not incur a renew fee as CanAlaska has enough assessment credits for the renewal.

 

The property is accessible during the winter exploration period by ski equipped aircraft of by ski-doo from Lac Brochet. During the summer exploration period, the property is accessible by air and water. There is no physical plant or permanent infrastructure on the property and no source of power. There are multiple extensive lakes which can provide a source of water for the project.

 

The property is underlain by rocks of the Lower Proterozoic (Trans Hudson) age Wollaston domain. These supercrustals are composed of psammites, pelites, graphitic pelites, calcsilicates and greenstones. These rocks rest on an Archean basement and are intruded by numerous small uraniferous pegmatites, and granite.

 

Exploration was carried out in the 1970's by SMDC and SERU and included detailed geologic mapping, geochemical surveys and airborne geophysics. These exploration programs located uraniferous boulder trains, many conductors, numerous lake sediment, and radiometric anomalies. CanAlaska commenced work in 2005 and carried out extensive exploration across the project until 2007. Exploration detailed numerous uranium, base metal and rare earth (REE) occurrences. In mid 2007 exploration was put on hold pending community consultation by the Province of Manitoba. A 43-101 geological report filed in 2011 details ten areas for immediate drill testing. .

 

In May 2012, the Company reported strong geophysical responses matching geology and uranium mineralized boulders from the recent surveys within the target areas at its NW Manitoba uranium project. The project was re-started in March 2012 following a four and a half year permitting delay due to consultations between the government of Manitoba and the local community. The Company has now concluded an operating MOU with the local community and recommenced ground survey work. The ground resistivity gravity geophysical surveys carried out in March 2012 localized anomalous features typical of sulphide-bearing mineralization, and zones of clay alteration within areas of shallow overburden. There is a striking correspondence between the location of gravity anomalies and the low resistivity zones from the survey. These targets are similar in style to the Andrew Lake uranium project in Nunavut, which has similar resistivity and gravity geophysical responses related to uranium mineralization hosted in regional fault structures.

 

As at April 30, 2013, the total exploration costs incurred for the NW Manitoba project was $7.3 million. Further exploration expenditures for this project had been deferred. As at April 30, 2013, the Company was actively seeking a joint venture partner for this project and did apply for permits for drilling activities in 2013. As at April 30, 2013, the Company did not have a detailed plan to conduct exploration, however, an option agreement with a third party was entered into in September 2013 with MPVC Inc. The NW Manitoba property is without known reserves and any proposed program is exploratory in nature.

 

The property is currently under an option agreement with MPVC Inc., and for up to $11.4 million of work for the incoming party to earn up to 80% interest in the project. The work programs will be constructed by the MPVC Inc and MPVC Inc will act as the project operator.

 

 

 

 

  - 13 -  
     
4. Ruttan, Manitoba

 

In June 2012, the Company acquired the Ruttan property by staking two blocks of claims, totaling 1,055 hectares adjacent to and northeast of the past-producing Ruttan copper mine, located near Leaf Rapids in Northern Manitoba. There is a drill target indication from geophysics and historical drill information. The Company is actively seeking a joint venture partner and has applied for drill permits.

 

5. Patterson Claims, Saskatchewan

 

In January 2013, the Company acquired the Patterson property by staking three blocks of claims, totaling 6,687 hectares located in the Patterson Lake area of the western Athabasca basin. As of April 30, 2013, the Company is actively seeking a joint venture partner for this project. A recent agreement with Makena Resources Inc is allowing for the first work on the property.

 

6. BC Copper, Big Creek, Quesnel Claims

 

BC Copper is comprised of approximately 7,000 hectares in multiple claim blocks, located in south central British Columbia. In March 2012, the Company optioned the claims to Tyrone Docherty (“Doherty”) to earn a 50% interest in the property by making exploration expenditures of $470,000 by July 2014. In May 2012, the Company amended the agreement where a third party, Discovery Ventures Ltd., and Docherty, could earn a 50% interest for the expenditure of $75,000 (spent) in summer 2012, a further $87,500 of exploration expenditure by July 1, 2013, and a further $87,500 of exploration expenditure by July 1, 2014.

 

In April 2013, the Company recognized an impairment on certain of its BC Copper claims ($6,863) as it did not renew its permits on these claims. The Company has kept two claim blocks (Big Creek and Quesnel).

 

On July 2, 2013, the option agreement with Docherty and Discovery Venture Ltd. for the BC Copper (Big Creek) project was terminated.

 

7. Collins Bay, Saskatchewan

 

In June 2013, the Collins Bay Extension option agreement dated July 4, 2009 and subsequently amended on March 29, 2011 with Bayswater Uranium Corporation was amended whereby the Company extended the option period from six years to eight years. In consideration for the amendment, the Company accelerated its staged common share issuances and issued 10,000 common shares on July 12, 2013. As a result, as of July 2013, the Company has issued an aggregate of 20,000 common shares under the amended option agreement for the Collins Bay Extension project.

 

The Company is restricting its exploration activities on this property until financial markets recover.

 

  - 14 -  
     
8. Other Projects

 

The Company has used its technical staff between field seasons to evaluate other mineral projects for acquisition, either by staking or by option, with the purpose of sale to third parties. For a full description of the geology and setting of the current projects and of the Company’s other projects, reference should be made to the “Projects” section, and accompanying news releases of work on the Company’s website at www.canalaska.com.

 

Table 5:

Other projects update

Status Recent work undertaken
BC Copper Seeking Venture Partner No significant work undertaken
Collins Bay Extension Option with Bayswater Uranium Preparation for drill testing
Grease River Seeking Venture Partner No significant work undertaken
Helmer Seeking Venture Partner No significant work undertaken
Hodgson Seeking Venture Partner ZTEM survey evaluation
Kasmere Under application Exploration permits pending
Key Seeking Venture Partner No significant work undertaken
Lake Athabasca Seeking Venture Partner No significant work undertaken
McTavish Seeking Venture Partner No significant work undertaken
Moon Seeking Venture Partner No significant work undertaken
Patterson Makena Resources Inc. No significant work undertaken
Poplar Seeking Venture Partner No significant work undertaken
Waterbury Seeking Venture Partner No significant work undertaken
Rainbow Hill AK Seeking Venture partner No significant work undertaken
Zeballos Seeking Venture Partner Consolidating ownership
Glitter Lake Disposed, NSR retained  
Reefton Property,NZ Option with Atlantic Industrial Minerals Inc. Underground evaluation carried out
       

 

The Company is restricting its exploration activities on these Other projects until financial markets recover. The Company intents to continue its efforts to seek a venture partner either through a joint venture or sales of its other projects.

 

CanAlaska's New Zealand subsidiary, Golden Fern Resources Ltd., completed an agreement for work on the project in September 2012 with Atlantic Industrial Minerals Inc. Atlantic Industrial Minerals Inc. has carried out the first work and entered the underground workings of the Morning Star Mine.

 

In fiscal 2013, the Company recognized an impairment on its Arnold, Cree West, Alberta and certain of its BC Copper claims for approximately $101,000 as it did not renew its permit on these properties.

 

CanAlaska maintains 14 other projects in the Athabasca basin; one project in New Zealand; one project in Alaska and two projects in British Columbia. These other projects have value to the Company but are not being actively explored, other than reviews and reporting. These projects are being marketed for sale or joint venture, and the Company hopes to realize increased value in the future.

 

All of the samples from the CanAlaska exploration programs have been submitted to one of two qualified Canadian Laboratories for analysis. Samples submitted to Saskatchewan Research Laboratories were analyzed for multi-element geochemistry and including uranium by tri-acid digestion and ICP. Samples submitted for assay for trace element geochemistry to Acme Laboratories in Vancouver BC, were analyzed by aqua regia digestion and ICP analysis. The samples were collected by CanAlaska field geologists under the supervision of Dr Karl Schimann, and were shipped in secure containment to the laboratories noted above.

 

Our exploration activities requires permitting in the Province of Saskatchewan. For our projects in Saskatchewan, the Company applies for surface exploration permits from the Ministry of Environment, a letter of advice from the Heritage Resources Branch of the Ministry of Tourism, Parks, Culture and Sport, and a Right to Use Water from the Saskatchewan Water Authority. For our exploration projects in the Province of Manitoba, the Company applies for a Prospecting License, a Work Permit from the Manitoba Department of Conservation, and a notification to the Director of Mines for airborne surveys. In addition, all exploration activities have to conform to the Fisheries Act in terms of protection of fish habitat.

  - 15 -  
     

 

Project Expenditure Summary

Details of life to date (“LTD”) exploration and evaluation expenditures:

 

Table 6: ($000’s) 2013 Fiscal Expenditures Life to Date - April 30, 2013
Project Acquisition Costs Exploration Expenditures

Writeoffs/

Reimbursement

Net YTD Acquisition Costs Exploration Expenditures

Writeoffs/

Reimbursement

Net

LTD

Athabasca Basin                  
  Cree East -    184 -    184 - 18,927 - 18,927
  West McArthur - 406 (213) 193 65 19,541 (14,208) 5,398
  Poplar - - - - 166 3,637 (3,210) 593
  Fond Du Lac - 17 - 17 120 4,415 - 4,535
  Grease River - - - - 133 3,494 (2,850) 777
  Cree West - - (48) (48) - 1,112 (1,112) -
  Key Lake - - - - 24 1,027 (1,047) 4
  NW Manitoba - 36 -    36 16 7,308 - 7,324
  Helmer - 14 -    14 107 5,046 - 5,153
  Lake Athabasca - - -    - 118 5,966 - 6,084
  Alberta - 2 (11)    (9) - 2,331 - 2,331
  Hodgson - 81 -    81 109 1,561 - 1,670
  Arnold - - (35)   (35) - 1,341 - 1,341
  Collins Bay -    - -    - - 1,309 - 1,309
  McTavish - 4 - 4 74 687 (108) 653
  Carswell - 23 (37)    (14) 137 753 - 890
  Ruttan 15 32 -    47 15 34 - 49
  Other 4 2 - 6 57 2,870 (1,919) 1,008
New Zealand                
  Reefton, NZ - 6 - 6 24 786 (481) 329
Other                
  Other Projects, Various 1 194 (82) 113 74 675 (425) 324
Total 20 1,001 (426) 595 1,238 82,820 (25,360) 58,698
                       

 

  - 16 -  
     

 

 

Table 7: ($000’s) 2012 Fiscal Expenditures Life to Date - April 30, 2012  
Project Acquisition Costs Exploration Expenditures

Writeoffs/

Reimbursement

Net YTD Acquisition Costs Exploration Expenditures

Writeoffs/

Reimbursement

Net

LTD

 
Athabasca Basin                  
  Cree East -  2,733 -    2,733 - 18,743 - 18,743
  West McArthur - 3,414 (1,781) 1,633 65 19,136 (13,995) 5,206
  Poplar - 11 - 11 166 3,637 (3,210) 593
  Fond Du Lac - 123 - 123 120 4,397 - 4,517
  Black Lake - 79 (147) (68) - 1,582 - 1,582
  Grease River - 50  (50) - 133 3,494 (2,850) 777
  Cree West - - - - 48 1,112 (1,137) 23
  Key Lake - - - - 24 1,027 (1,047) 4
  NW Manitoba - 564 -    564 16 7,272 - 7,288
  Helmer - 2 -    2 107 5,032 - 5,139
  Lake Athabasca - - -    - 118 5,966 - 6,084
  Alberta - - -    - 11 2,329 - 2,340  
  Hodgson - 250 -    250 109 1,480 - 1,589  
  Arnold - 1 -    1 35 1,341 - 1,376  
  Collins Bay -    21 -    21 - 1,309 - 1,309  
  McTavish - 12 - 12 74 683 (108) 649  
  Carswell - 295 -    295 173 730 - 903  
  Other - 15 - 15 53 2,868 (1,919) 1,002  
New Zealand                  
  Rise and Shine, NZ - - (301) (301) - 416 (407) 9  
  Reefton and Other NZ Projects - 111 - 111 24 780 (481) 323  
Other                  
  Other Projects, Various 10 126 (3) 133 80 483 (343) 220  
Total 10 7,807  (2,282) 5,535 1,356 83,817 (25,497) 59,676  
                             

 

ITEM 4A - UNRESOLVED STAFF COMMENTS

Not applicable.

  - 17 -  
     

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

A. Operating Results

This discussion should be read in conjunction with the consolidated financial statements of the Company for the fiscal year ended April 30, 2013 and the Management Discussion and Analysis dated July 19, 2013 as filed herewith.

 

Significant Accounting Policies

The complete list of the Company’s significant accounting policies are set out in Note 3 of the consolidated financial statements for the year ended April 30, 2013, filed herewith.

 

Financial assets and liabilities

Financial assets held are cash and cash equivalents, trade and other receivables and available-for-sale securities. Financial liabilities are trade and other payables.

 

These are classified into the following specified categories: available-for-sale (“AFS”) financial assets, loans and receivables and other liabilities. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Available-for-sale securities held by the Company that are traded in an active market are classified as being AFS and are stated at fair value. Gains and losses arising from changes in fair value are recognized directly in other comprehensive income ("OCI”) in the investments revaluation reserve with the exception of significant or prolonged losses which are recognized in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognized in the investments revaluation reserve is included in the consolidated statement of net loss and comprehensive loss for the period.

 

The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the financial position reporting date. The change in fair value attributable to translation differences that result from a change in amortized cost of the asset is recognized in profit or loss. Trade and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortized cost using the effective interest method, less any impairment. Interest income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. Other financial liabilities are measured at amortized cost.

 

The Company has classified its financial instruments as follows:

 

Cash and cash equivalents Loans and receivables
Available-for-sale securities Available-for-sale
Trade and other receivables Loans and receivables
Trade and other payables Other financial liabilities

 

Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

  • Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
  • Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s available for sale investments are classified as Level 1 financial instruments. There have been no transfers between fair value levels during the reporting period.

 

Exploration and evaluation expenditures

Exploration and evaluation expenditure include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are expensed as incurred as mineral property expenditures. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in the statement of comprehensive loss.

 

Acquisition costs are capitalized to the extent that these costs can be related directly to the acquisition of a specific area of interest where it is considered likely to be recoverable by future exploitation or sale.

  - 18 -  
     

 

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property and equipment. Subsequent costs are capitalized to the respective mineral property interests.

 

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

 

The Company is in the exploration stage with respect to its investment in mineral properties and accordingly follows the practice of expensing all costs relating to exploration for and development of mineral claims and crediting all proceeds received for option or farm-out arrangements or recovery of costs against the mineral expenditures.

 

Impairment of financial assets

 

Financial assets are assessed for indicators of impairment at each financial position reporting date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. For unlisted shares classified as AFS, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment. For all other financial assets objective evidence of impairment could include:

  • significant financial difficulty of the issuer or counterparty; or
  • default or delinquency in interest or principal payments; or
  • it becoming probable that the borrower will enter bankruptcy or financial re-organization.

 

For certain categories of financial assets, such as trade and other receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of accounts receivable, where the carrying amount is reduced through the use of an allowance account. When an accounts receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in the consolidated statement of net loss and comprehensive loss. With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. In respect of AFS equity securities, impairment losses previously recognized through profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized directly in equity.

 

Impairment of non-financial assets

 

At each reporting date, the carrying amounts of the Company’s non-financial assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates, generally by mineral property interests. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs. For exploration and evaluation assets, indication of impairment includes but is not limited to expiration of the rights to explore, substantive expenditure in the specific area is neither budgeted or planned, and if the entity has decided to discontinue exploration activity in the specified area.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

  - 19 -  
     

 

Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s non-financial assets are impaired. External sources of information management considers include changes in market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its non-financial assets. Internal sources of information management consider include the manner in which non-financial assets are being used or are expected to be used and indications of economic performance of the assets.

 

Decommissioning liabilities

Obligations associated with the decommissioning of tangible non-current assets are recorded as provisions when those obligations are incurred, with the amount of the liability initially measured at management’s best estimates. These obligations are capitalized in the accounts of the related non-current assets and are amortized over the useful lives of the related assets. It is possible that the Company's estimates of its ultimate decommissioning liabilities could change as a result of changes in regulations, the extent of environmental remediation required and the means of reclamation or costs estimates. Changes in estimates are accounted for prospectively from the period these estimates are revised. There are no decommissioning liabilities obligations as at April 30, 2013 and April 30, 2012.

 

Income taxes

Income tax expense consists of current and deferred tax expense. Income tax is recognized in the consolidated statement of net loss and comprehensive loss except to the extent it relates to items recognized directly in equity, in which case the related taxes are recognized in equity.

 

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates substantially enacted at period end, adjusted for amendments to tax payable with regards to previous years.

 

Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to unused tax loss carry forwards, unused tax credits and differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantially enacted tax rates expected to apply when the asset is realized or the liability settled.

 

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income or loss in the period that substantive enactment occurs.

 

A deferred tax asset is recognized to the extent that it is probable that future taxable income will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that deferred tax asset will be recovered, the deferred tax asset is reduced.

 

The following temporary differences do not result in deferred tax assets or liabilities:

· the initial recognition of assets or liabilities, not arising in a business combination, that does not affect accounting or taxable income;
· initial recognition of goodwill;
· investments in subsidiaries, associates and jointly controlled entities where the timing of reversal of the temporary differences can be controlled and reversal in the foreseeable future is not probable.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to the set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

 

  - 20 -  
     

Share-based payments

The Company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees and non-employees as consideration for equity instruments (options) of the Company. The total amount to be expensed is determined by reference to the fair value of the options granted.

 

The fair value of share-based compensation is determined using the Black-Scholes option-pricing model and management’s assumptions as disclosed in note 10 of the Company’s audited financial statements for the year ended April 30, 2013 and 2012. When a stock option is exercised, the Company recognizes an increase in its share capital equivalent to the consideration paid by the option holder and the fair value amount previously recognized in equity reserve. The fair value of any stock options granted to directors, officers and employees of the Company is recorded as an expense over the vesting period of the options with a corresponding increase in equity reserve.

 

Flow-through shares

Under Canadian income tax legislation, a company is permitted to issue flow-through shares whereby a company agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. The Company has adopted a policy to (i) allocate the proceeds between the offering of the shares and the sale of tax benefits when the shares are offered and (ii) recognize an income tax provision upon filing of appropriate renunciation forms with the Canadian taxation authorities for qualifying expenditures previously incurred.

 

The allocation of the proceeds is made based on the residual difference between the quoted price of the shares and the amount the investor pays for the flow-through shares. A liability is recognized for the premium paid by the investors. The liability is reduced and the reduction of premium liability is recorded in other income when the Company has the intention to renounce the expenditures with the Canadian taxation authorities for qualifying expenditures previously incurred. The deferred tax impact, if any, is recorded at the same time.

 

Future Accounting pronouncements

Unless otherwise noted, the following revised standards and amendments are effective for annual periods beginning on or after January 1, 2013 with earlier application permitted. The Company is determining the impact of the adoption of these standards on its reported results or financial position.

 

(i) IFRS 9, Financial Instruments, was issued in November, 2009 and addresses classification and measurement of financial assets. It replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments. Such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. Where equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent that they do not clearly represent a return of investment; however, other gains and losses (including impairments) associated with such instruments remain in accumulated comprehensive income indefinitely.

 

(ii) Requirements for financial liabilities were added to IFRS 9 in October, 2010 and they largely carried forward existing requirements in IAS 39, Financial Instruments - Recognition and Measurement, except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss are generally recorded in other comprehensive income. The effective date of IFRS 9 is January 1, 2015.

 

(iii) IFRS 10, Consolidated Financial Statements, requires an entity to consolidate an investee when it has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under exiting IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

 

(iv) IFRS 11, Joint Arrangements, requires a venturer to classify its interest in a joint arrangement as a joint venture or joint operation. Joint ventures will be accounted for using the equity method of accounting whereas for a joint operation the venturer will recognize its share of the assets, liabilities, revenue and expenses of the point operation.

 

(v) IFRS 12, Disclosure of Interests in Other Entities, establishes disclosure requirements for interests in other entities, including subsidiaries, joint arrangements, associates, and unconsolidated structured entities. The standard carries forward existing disclosures and also introduces significant additional disclosures that address the nature of, and risks associated with, an entity's interests in other entities.
  - 21 -  
     

 

(vi) IFRS 13, Fair Value Measurement, is a comprehensive standard for fair value measurement and disclosure for use across all IFRS standards. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measurements and does not always reflect a clear measurement basis or consistent disclosures.

 

(vii) There have been amendments to existing standards, including IAS 27, Separate Financial Statements (IAS 27), and IAS 28, Investments in Associates and Joint Ventures (IAS 28). IAS 27 addresses accounting for subsidiaries, jointly controlled entities and associates in non-consolidated financial statements. IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS 10 - 13.

 

(viii) IAS 1, Presentation of Financial Statements, has been amended to require entities to separate items presented in OCI into two groups, based on whether or not items may be recycled in the future. Entities that choose to present OCI items before tax will be required to show the amount of tax related to the two groups separately.
  - 22 -  
     

 

Results of Operations –

Consolidated Statements of Loss and Comprehensive Loss

     
For the years ending April 30 2013 2012 2011
  ($000’s) ($000’s) ($000’s)
       
EXPENSED EXPLORATION COSTS      
Mineral property expenditures 632 4,825 8,026
Mineral property write-offs 137 451 -
Equipment rental income (3) (157) (303)
Net option payment - - (6)
Write-down on reclamation bonds 110 - -
  876 5,119 7,717
OTHER EXPENSES      
Consulting, labour and professional fees 834 1,255 1,299
Depreciation and amortization 108 136 178
Gain on disposal of property and equipment 4 (7) (11)
Foreign exchange (gain) loss (1) (4) 4
Insurance, licenses and filing fees 85 115 130
Interest income (24) (119) (90)
Other corporate costs 67 164 159
Investor relations and presentations 52 132 163
Rent 127 134 118
Share-based payments 176 319 623
Travel and accommodation 19 68 94
Management fees (46) (363) (560)
Impairment and loss (gain) on disposal of available-for-sale securities 83 122 (28)
Premium on flow-through shares - (202) -
  1,484 1,750 2,079
       
Net loss for the year (2,360) (6,869) (9,796)
       
Other comprehensive loss      
Unrealized loss (gain) on available-for-sale securities 54 214 (257)
Total comprehensive loss for the year (2,414) (7,083) (9,539)
       
Basic and diluted loss per share ($ per share) (0.11) (0.34) (0.54)
Weighted average common shares outstanding (000's) 22,058 20,425 18,114
  - 23 -  
     
A. Operating Results - Narrative Discussion

 

In the fiscal year ended April 30, 2013, the Company spent $1.0 million on exploration costs and recovered $0.4 million from our exploration partners for a net mineral property expenditure of $0.6 million.

 

In Q113, the Company recognized mineral property impairments on the Arnold project for approximately $35,000 and in Q213, the Company recognized mineral property impairments on the Cree West project for approximately $48,000 as the Company did not renew its permit for these projects. In Q413, the Company recognized mineral property impairments on the Alberta project and on certain of the BC Copper and Carswell claims for approximately $54,000 as the Company did not renew its permit for these claims.

 

Camp and other miscellaneous exploration equipment owned by the Company is maintained at our La Ronge warehouse. Equipment rental income is comprised of income (cost recapture) from charging exploration projects for the rental of this equipment. In Q412, the equipment rental income is related to the winter drill programs for the Cree East and West McArthur projects. . In Q1 and Q2, 2013, the rental income is related to the summer work program on the BC Copper project. Equipment rental income in fiscal 2013 is lower compared to fiscal 2012 as the Company did not conduct a summer or winter exploration program in fiscal 2013.

 

Consulting, labour, and professional fees are lower than the same comparative prior period. The decrease is primarily attributed to a decrease in the salaries expense from the re-negotiated employment agreements for senior staff and management which began effective August 2012. The Company has terminated most of its staff and re-negotiated employment agreements with senior staff and management in efforts to minimize the Company’s operating costs. The Company also reduced it usage of professionals and consultants in Q413 compared to Q412.

 

Insurance, licenses and filing fees are lower for fiscal 2013 compared to fiscal 2012. In Q413, insurance, license and filing fees are consistent relative to the same comparative prior period.

 

Interest income was lower in 2013 compared to 2012. The decrease was attributed to the decreased cash balances held during the year. Interest income was higher in 2012 compared to 2011. The increase was attributed to both the increased in the cash balances held during the year and better investment rates of return.

 

Investor relations expenses were lower in 2013 compared to 2012. The decrease is primarily attributed to the decrease in services provided by a Canadian investor relations firm. During the three months ended April 30, 2012, we received contract services from the Canadian investor relations firm which started in June of 2011 and terminated in July 2012.

 

Rent expense was lower in Q413 compared to Q313 as a Company sublet its office space in its effort to reduce it cash operating costs going forward.

 

The share-based payments amount for the year is lower than the amount for the previous year. The decrease was primarily due to the decrease in the fair value calculation on the options granted in fiscal 2013 relative to fiscal 2012. During fiscal 2013, there were 1,357,500 options granted with an average fair value of $0.13 per option compared to 1,339,500 option granted with an average fair value of $0.24 per option in fiscal 2012. The share-based payments amount for the year ended April 30, 2012 was lower than the amount for the previous year. The decrease was primarily due to the share-based payment expense on the incremental fair value of the stock options which were modified in Q211.

 

A write-down on available-for-sale securities of approximately $83,000 was recorded in Q413. This was attributed to a significant or prolonged impairment on a number of investments. The Company wrote the balances down to their market values due to the significant decline in market value that was viewed as other than a temporary impairment.

 

Management fees were lower in fiscal 2013 compared to fiscal 2012. This was primarily due to the decrease in our exploration activities relative to last year. During the same period last year, the Company spent $6.2 million on exploration, of which the majority of the expenditures was related to our joint venture projects where management fees were generated. Management fees were lower in fiscal 2012 compared to fiscal 2011. This was primarily due to the decrease in our exploration activities relative to prior years. During fiscal 2011, the Company spent $9.8 million on exploration, of which $7.0 million were related to our joint venture projects where management fees were generated.

 

B. Liquidity and Capital Resources

 

As of April 30, 2013, the Company had $1.3 million in cash and cash equivalents and working capital of $1.2 million compared to $4.4 million in cash and cash equivalents and working capital of $3.1 million at April 30, 2012.

  - 24 -  
     

 

Operating Activities

The Company’s operating activities resulted in net cash outflows of $3.2 million, $6.5 million and $7.4 million for the fiscal years ended April 30, 2013, 2012 and 2011 respectively. Operating activities and costs for fiscal 2013 are lower than fiscal 2012 and 2011 as the Company reduced its exploration activities as well as continued its efforts to minimize it operating costs to conserve its cash reserves.

 

Financing Activities

Financing activities resulted in net cash outflows of $5,000 and net cash inflows of $1.3 million and $9.2 million for the fiscal years ended April 30, 2013, 2012 and 2011 respectively. For the fiscal year ended April 30, 2011, the Company raised $3.3 million from an ordinary and a flow-through financing in December 2010 and received net cash contributions of $5.5 million from our Korean joint venture partner. During the fiscal year ended April 30, 2012, the Company raised $0.9 million from flow-through and ordinary common share financings completed in March 2012, and $0.5 million from a flow-through financing completed in May 2011. In fiscal 2013, the Company incurred TSX listing fees related to the Company’s share compensation plan. Currently, junior uranium exploration companies are finding it difficult to seek financing. The Company is working to sell, option or joint-venture non-core assets.

 

Investing Activities

Investing activities resulted in net cash inflows of $72,000 for fiscal year ended April 30, 2013. During the year ended April 30, 2013, the Company acquired the Ruttan property and the Patterson Lake property by staking five blocks of claims totalling 7,742 hectares for approximately $20,000 and received $75,000 in option payments from Discovery Ventures Ltd. The Company also received approximately $19,000 from the sale of certain property and equipment. During the year ended April 30, 2012, the Company purchased additional property and equipment of approximately $43,000 and received proceeds approximately $26,000 from the sale of certain property and equipment. The new Ruttan and Patterson Lake projects and others are being actively marketed under non-disclosure agreements.

 

Cash and Working Capital

 

Table 8: ($000’s)

Cash and Working Capital

      Apr-13 Apr-12
Cash and cash equivalents         1,265 4,394
Trade and other receivables         58 243
Available-for-sale securities         86 223
Trade and other payables         (195) (1,792)
Working capital         1,214 3,068

 

For analysis and discussion of the movement in cash and cash equivalents reference should be made to Section 5, Cashflow and Liquidity Review, in the Company’s Management Discussion and Analysis for the year ended April 30, 2013. Included within cash and cash equivalents are $0.3 million in funds from the CKU Partnership which are dedicated to the Cree East project. For further details, reference should be made to note 5 of the audited financial statements for the year ended April 30, 2013. The referenced financial statements and Management’s Discussion and Analysis are available on the Company’s website at www . canalaska.com , and filed SEDAR and EDGAR.

 

As at April 30, 2013, included within trade and other receivables is approximately $5,000 in Goods and Services Tax ("GST") refunds. The decrease in trade and other receivables for April 30, 2013 is due primarily to decrease in the GST receivable account as the Company reduced its exploration expenditures in winter 2013 compared to winter 2012.

 

The decrease in available-for-sale securities is a result of marking the securities to market as well as recording an impairment of approximately $61,000 on a number of investments.

 

The decrease in trade and other payables is consistent with the decrease in exploration activities compared with the fourth quarter of 2012. The Company did not operate an extensive winter 2013 exploration program compared to that of the winter 2012 season.

 

Other Assets and Liabilities

 

Table 9: ($000’s)

Other Assets and Liabilities

 

 

  Apr-13 Apr-12

Reclamation bonds     203 345
Property and equipment     375 504
Mineral property interests (Section 2.2)       1,238 1,356

 

  - 25 -  
     

 

 

During the fiscal year ended April 30, 2013, approximately $110,000 of reclamation bonds were written down as these deficiency deposits were forfeited due to a lack of assessment credits.

 

During the fiscal year ended April 30, 2013, exploration and evaluation expenditures were made primarily on the West McArthur, Cree East, Hodgson and BC Copper (Section 2).

 

During fiscal 2013, the Company acquired the Ruttan property by staking two blocks of claims totalling 1,055 hectares for approximately $16,000 and the Patterson property by staking three blocks of claim totalling 6,687 hectares for approximately $4,000. In addition, the Company recognized an impairment on its Arnold, Cree West, Alberta and certain of its BC Copper and Carswell claims for approximately $137,000 as it did not renew its permits for these properties.

 

Equity and Financings

 

Table 10: ($000’s)

Shareholders’ Equity

    Apr-13

 

Apr-12

Apr-11
Common shares       73,205 73,210 72,108
Equity reserve       10,682 10,506 10,170
Investment revaluation reserve       (1) 53 267
Deficit       (80,856) (78,496) (71,627)
Total shareholders’ equity       3,030 5,273 10,918

 

 

Table 11: (000’s)

Equity Instruments

    Apr-13 Apr-12
Common shares outstanding       22,058 22,058
Options outstanding          
Number       3,598 2,924
Weighted average price       $0.55 $0.81
Warrants outstanding          
Number       72 1,311
Weighted average price       $0.55 $1.83

 

Equity Instruments

 

As of March 17, 2014, the Company had the following securities outstanding. Common shares - 22,068,136; Stock options – 3,917,000; and Warrants – nil.

 

In July 2013, the Company issued 10,000 common shares under the option agreement for the Collins Bay Extension project.

 

In March 2012, the Company issued 283,000 common shares for gross proceeds of $121,690. A finder’s fee of $4,867 in cash and 11,320 warrants were issued in connection with the financing. Each finder’s warrant entitles the holder to purchase on additional common share for a period of eighteen months from the closing date, at a price of $0.55 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $1,825 using the Black Scholes model.

 

In March 2012, the Company issued 1,522,000 flow-through common shares for gross proceeds of $776,220. A finder’s fee of $31,049 in cash and 60,880 warrants were issued in connection with the financing. $68,490 was allocated to premium as the market value on the date of close was less than the offering price associated with this offering. Each finder’s warrant entitles the holder to purchase one additional common share for a period of eighteen months from the closing date at a price of $0.55 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $9,816 using the Black Scholes model.

 

In July 2011, the Company issued 5,000 common shares under the option agreement for the Black Lake project.

  - 26 -  
     

 

In May 2011, the Company issued 418,141 flow-through common shares for gross proceeds of $472,500, of which $133,805 was allocated to the flow-through share premium as the market value on the date of close was less than the offering price associated with this offering.

 

On September 23, 2010, shareholders approved a share consolidation of ten to one. The shares of the Company began trading on a consolidated basis on November 8, 2010. All references to common shares, stock options, warrants and per share amounts for all periods have been adjusted on a retrospective basis to reflect the common share consolidation.

 

In December 2010, the Company issued 1,721,708 ordinary units for gross proceeds of $2,754,733. Each unit consists of one common share and one-half of a share purchase warrant. Each warrant entitles the holder to purchase on additional common share for a period of twenty four months from the closing date, at a price of $1.90 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $205,499 using the Black Scholes model. A finder’s fee of $119,055 in cash and 31,250 common shares and 136,192 warrants were issued in connection with the financing.

 

In December 2010, the Company issued 446,167 flow-through units for gross proceeds of $713,867. Each unit consists of one flow-through common share and one-half of one share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share for a period of twenty four months from the closing date at a price of $1.90 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $53,254 using the Black Scholes model. A finder’s fee of $29,280 in cash and 18,300 warrants were issued in connection with the financing.

 

In September 2010, the Company issued 20,000 common shares under the amended option agreement for the Fond Du Lac project. In July 2010, the Company issued 5,000 common shares under the option agreement for the Black Lake project.

 

Table 12: Proceeds from Financings    
Date Type Intended Use Actual Use
March, 2012 $0.1 million – 283,000 common shares Uranium exploration in Saskatchewan As Intended
March, 2012 $0.8 million – 1,522,000 flow-through common shares Uranium exploration in Saskatchewan As Intended
May, 2011 $0.5 million – 418,141 flow through common shares Uranium exploration in Saskatchewan As Intended
         

 

C. Research and Development, Patents and Licenses, etc.

As the Company is a mineral exploration company with no research and development, the information required by this section is not applicable.

 

D. Trend Information

As the Company is a mineral exploration company with no producing properties, the information required by this section is not applicable.

 

E. Off-Balance Sheet Arrangements

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

 

F. Tabular Disclosure of Contractual Obligations

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

 

$000’s Payments due by period
Contractual Obligations: Total             < 1 year 1 – 3 years 3 – 5 years > 5 years
Operating Lease Obligations 440 150 283 7 -
TOTAL 440 150 283 7 -
                     

 

The Company has outstanding future commitments under mineral property agreements to issue common shares of the Company. Reference should be made to Note 8 of the consolidated financial statements filed herewith.

  - 27 -  
     

 

ITEM 8. FINANCIAL INFORMATION

 

A. Consolidated Statements and Other Financial Information

This Form 20-F/A (Amendment No.1) contains consolidated financial statements for the Company for fiscal year end April 30, 2013 which contains an audit report dated March 21, 2014 filed herewith under Item 19.

 

B. Significant Changes

 

There have been no significant changes since the financial year ended April 30, 2013, other than disclosed in this Form 20-F/A.

 

Subsequent to April 30, 2013, the Company recognized mineral property impairments on its Grease River, Poplar, Lake Athabasca, Hodgson and Carswell properties for approximately $317,000 as the Company did not renew certain of its permits for these projects.

 

In November 2013, the Company applied to list its shares on the TSX Venture Exchange in response to the Company no longer meeting the market capital requirement of the TSX. The Company's common shares delisted from the TSX and commenced trading on the TSX Venture Exchange on December 30, 2013.

 

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this annual report for the fiscal year ended April 30, 2013, an evaluation was carried out under the supervision of, and with the participation of, our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon that evaluation in our original filing of the 2013 Form 20-F on July 30, 2013, our CEO and CFO concluded that the disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by us in reports that are filed or submitted under the Exchange Act are (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Subsequent to the evaluation of our disclosure controls and procedures as of April 30, 2013, in connection with the restatement discussed in Note 18 to the consolidated financial statements included in Item 18 of this Amendment No.1, management, with the participation of our CEO and CFO, re-evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2013, and our CEO and CFO concluded that, because of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective at the reasonable assurance level as of April 30, 2013.

Management’s Annual report on internal control over financial reporting
As at the end of the period covered by the 2013 Form 20-F, management of the Company, with the participation of the CEO and the CFO, evaluated the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting. Based on that evaluation, the CEO and the CFO concluded that, as of the end of the period covered by the 2013 Form 20-F, the disclosure controls and procedures were effective to provide reasonable assurance that material information relating to the Company was made known to senior management by others and information required to be disclosed by the Company in its annual filings, interim filings (as such terms are defined under National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings ) or other reports filed or submitted by it under securities legislation were recorded, processed, summarized and reported within the time periods specified in securities legislation. The CEO and the CFO also concluded that, as of the end of the period covered by this annual report, the internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. To design its internal control over financial reporting, the Company used the Internal Control – Integrated Framework (1992) (COSO Framework) published by the Committee of Sponsoring Organizations of the Treadway Commission. There were no material weaknesses in the Company's internal control over financial reporting. During the year ended April 30, 2013, there were no changes to the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

  - 28 -  
     

Subsequent to the evaluation of the effectiveness of our internal control over financial reporting as of April 30, 2013, in connection with the restatement discussed in Note 18 to the consolidated financial statements included in Item 18 of this Amendment No. 1, management re-evaluated the effectiveness of our internal control over financial reporting and, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the COSO, determined that the material weakness described below existed as of April 30, 2013. Accordingly, as a result of this material weakness, management concluded that our internal control over financial reporting was not effective as of April 30, 2013. As a result, management has restated Management's Annual Report on Internal Control over Financial Reporting.

 

In connection with our assessment of internal control over financial reporting under section 404 of the Sarbanes Oxley Act of 2002, we identified a material weakness in our internal control over financial reporting related to financial reporting as of April 30, 2013. The Company did not have adequate controls designed and in place to ensure the completeness of the Company's financial information, in particular with respect to including the required comparative financial statements that cover the latest three financial years. Specifically, the Company inadvertently included the Canadian financial statements, which required comparative financial statements that covered the latest two years, in their 20-F annual report. The Company is determining improvements in its financial reporting process to remediate this material weakness.

 

Attestation Report of the Independent Registered Public Accounting Firm

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which permits the company to provide only management’s report in this annual report. The Dodd-Frank Act permits a “non-accelerated filer” to provide only management’s report on internal control over financial reporting in an annual report and omit an attestation report of the issuer’s registered public accounting firm regarding management’s report on internal control over financial reporting.

 

  - 29 -  
     

PART III

 

ITEM 18. FINANCIAL STATEMENTS

 

See the consolidated financial statements and Exhibits listed in Item 19 hereof and filed as part of this Annual Report.

 

ITEM 19. EXHIBITS

The audited consolidated financial statements of the Company and exhibits listed below are filed with this annual report on Form 20-F/A in the United States. The financial statements appear on Pages F-1 through F-41. This report is also filed in Canada as an Annual Information Form and the Canadian filing includes the audited consolidated financial statements and exhibits listed below.

The following financial statements are attached to and form a part of this report filed with the SEC:

Consolidated Financial Statements of the Company:

· Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements for the years ended April 30, 2013, April 30, 2012 and April 30, 2011.
· Consolidated Statements of Financial Position as at April 30, 2013 and 2012.
· Consolidated Statements of Loss, Comprehensive Loss and Deficit for the years ended April 30, 2013 , April 30, 2012 and April 30, 2011.
· Consolidated Statements of Changes in Equity for the years ended April 30, 2013, April 30, 2012 and April 30, 2011.
· Consolidated Statements of Cash Flows for the years ended April 30, 2013, April 30, 2012 and April 30, 2011.
· Notes to the Consolidated Financial Statements.

 

EXHIBIT INDEX

 

The following exhibits are attached to and form part of this Annual Report:

Exhibit
12.1 Section 302 Certification of the Company's Chief Executive Officer
12.2 Section 302 Certification of the Company's Chief Financial Officer
13.1 Section 906 Certification of the Company's Chief Executive Officer
13.2 Section 906 Certification of the Company's Chief Financial Officer
99.1 Consolidated Financial Statements April 30, 2013, 2012 and 2011 (Restated)

  

 

 

  - 30 -  
     

 

SIGNATURES

 

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

 

Date: March 26, 2014

 

CANALASKA URANIUM LTD.

 

 

 

“Peter Dasler”             

President & CEO

 

 

 

“Harry Chan”                

Chief Financial Officer

 

 

 

 

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