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Fri 14 Nov 2008, 14:00 UUU - Uranium One Inc - Interim Consolidated Balance Sheets - Unaudited As at
UUU
UUU                                                                             
UUU - Uranium One Inc - Interim Consolidated Balance Sheets - Unaudited As at   
September 30, 2008 and December 31, 2007                                        
Uranium One Inc (Incorporated in Canada)                                        
(Registration number: 15096422420)                                              
Share code on the JSE: UUU & ISIN: CA91701P1053                                 
Share code on the TSX: UUU & ISIN: CA91701P1053                                 
Interim Consolidated Balance Sheets - Unaudited                                 
As at September 30, 2008 and December 31, 2007                                  
(in United States dollars)                                                      
                                          Sep 30, 2008  Dec 31, 2007            
                                 Notes    $`000         $`000                   
ASSETS                                                                          
Current assets                                                                  
Cash and cash equivalents                  98,931        159,592                
Accounts and other receivables    4        62,371        70,318                 
Current portion of loans to       5.2      19,390        32,867                 
joint ventures                                                                  
Inventories                       6        23,422        20,952                 
Other assets                               986           18,056                 
Discontinued operations           3        -             94,986                 
                                          205,100       396,771                 
                                                                                
Non-current assets                                                              
Mineral interests, plant and      7        1,679,590     4,827,353              
equipment                                                                       
Loans to joint ventures           5.2      18,666        24,359                 
Available for sale securities     8        1,420         21,257                 
Other assets                      9        58,659        56,543                 
Assets held for sale              10       2,703         -                      
Discontinued operations           3        29,773        286,614                
                                          1,790,811     5,216,126               

Total assets                               1,995,911     5,612,897              
                                                                                
                                                                                
LIABILITIES                                                                     
Current liabilities                                                             
Accounts payable and accrued      11       52,305        70,802                 
liabilities                                                                     
Income taxes payable                       10,167        4,237                  
Discontinued operations           3        -             5,245                  
                                          62,472        80,284                  
                                                                                
Non-current liabilities                                                         
Convertible debentures                     135,560       136,548                
Asset retirement obligations               9,762         13,926                 
Future income tax liabilities              544,308       1,496,060              
Long term debt                    5.1      29,873        18,205                 
Other long term payables          12       12,740        1,824                  
Liabilities relating to assets    10       135           -                      
held for sale                                                                   
Discontinued operations           3        -             183,145                
                                          732,378       1,849,708               
                                                                                
                                                                                
SHAREHOLDERS` EQUITY                                                            
Share capital                     13       3,521,430     3,496,884              
Contributed surplus               14       131,133       134,387                
Equity component of convertible            46,480        46,480                 
debentures                                                                      
Accumulated other comprehensive            (254,128)     51,967                 
(loss) / income                                                                 
Deficit                                    (2,243,854)   (46,813)               
1,201,061     3,682,905               
                                                                                
Total shareholders` equity and             1,995,911     5,612,897              
liabilities                                                                     
Basis of presentation and principles of consolidation (note 2.1)                
Subsequent events (note 22)                                                     
The accompanying notes form an integral part of these Interim Consolidated      
Financial Statements                                                            
Three months ended                    
                                          Sep 30,    Sep 30,                    
                                          2008       2007                       
                                  Notes   $`000      $`000                      
Revenues                                   56,723     8,019                     
Operating expenses                         (11,793)   (660)                     
Depreciation and depletion                 (8,305)    (1,058)                   
Earnings from mine operations              36,625     6,301                     
General and administrative (1)             (10,592)   (28,370)                  
Exploration expense                        (5,388)    (4,813)                   
Operating earnings / (loss)                20,645     (26,882)                  
Interest and other                 15      (2,483)    (96)                      
Impairment of mineral interests,   7.1     (2,816,87  -                         
plant and equipment                        8)                                   
Impairment of assets held for      10      (14,100)   -                         
sale                                                                            
Gain on sale of available for      8       -          -                         
sale securities                                                                 
Foreign exchange (loss) / gain     16      (2,809)    10,727                    
Other                                      (835)      564                       
Loss from continuing operations before     (2,816,46  (15,687)                  
income taxes                               0)                                   
Current income tax expense                 (16,023)   (1,961)                   
Future income tax recovery                 818,799    668                       
Loss from continuing operations            (2,013,68  (16,980)                  
                                          4)                                    
Loss from discontinued             3       (567)      (277)                     
operations                                                                      
Net loss                                   (2,014,25  (17,257)                  
                                          1)                                    
                                                                                
(1) Stock option and restricted    14      2,963      15,389                    
share expense (non-cash)                                                        
included in general and                                                         
administrative                                                                  
                                                                                
Loss per share from continuing                                                  
operations                                                                      
    Basic and diluted                     (4.30)     (0.04)                     
                                                                                
Loss per share from discontinued                                                
operations                                                                      
    Basic and diluted                     (0.00)     (0.00)                     
                                                                                
Net loss per share                                                              
    Basic and diluted                     (4.30)     (0.04)                     
                                                                                
Weighted average number of                                                      
shares (in thousands)                                                           
    Basic and diluted             18      468,518    422,308                    
                                                                                
                                          Nine months ended                     
Sep 30,    Sep 30,                    
                                          2008       2007                       
                                  Notes   $`000      $`000                      
Revenues                                   128,630    73,014                    
Operating expenses                         (24,572)   (9,761)                   
Depreciation and depletion                 (18,196)   (7,933)                   
Earnings from mine operations              85,862     55,320                    
General and administrative (1)             (39,821)   (51,101)                  
Exploration expense                        (12,103)   (10,636)                  
Operating earnings / (loss)                33,938     (6,417)                   
Interest and other                 15      (4,305)    2,259                     
Impairment of mineral interests,   7.1     (2,816,87  -                         
plant and equipment                        8)                                   
Impairment of assets held for      10      (119,189)  -                         
sale                                                                            
Gain on sale of available for      8       7,467      -                         
sale securities                                                                 
Foreign exchange (loss) / gain     16      (2,995)    (2,684)                   
Other                                      809        1,947                     
Loss from continuing operations before     (2,901,15  (4,895)                   
income taxes                               3)                                   
Current income tax expense                 (39,934)   (22,336)                  
Future income tax recovery                 848,895    5,114                     
Loss from continuing operations            (2,092,19  (22,117)                  
2)                                    
Loss from discontinued             3       (104,849)  (863)                     
operations                                                                      
Net loss                                   (2,197,04  (22,980)                  
1)                                    
                                                                                
(1) Stock option and restricted    14      13,560     28,413                    
share expense (non-cash)                                                        
included in general and                                                         
administrative                                                                  
                                                                                
Loss per share from continuing                                                  
operations                                                                      
    Basic and diluted                     (4.47)     (0.07)                     
                                                                                
Loss per share from discontinued                                                
operations                                                                      
    Basic and diluted                     (0.22)     (0.00)                     
                                                                                
Net loss per share                                                              
Basic and diluted                     (4.69)     (0.07)                     
                                                                                
Weighted average number of                                                      
shares (in thousands)                                                           
Basic and diluted             18      468,047    324,894                    
                                                                                
The accompanying notes form an integral part of these Interim Consolidated      
Financial Statements                                                            
Share      Contribut  Equity                     
                               capital    ed         component                  
                               $`000      surplus    of                         
                                          $`000      convertib                  
le                         
                                                     debenture                  
                                                     $`000                      
Balance as at January 1, 2007   613,607    31,286     -                         
Net loss for the year           -          -          -                         
Stock options and restricted    -          37,660     -                         
shares vested                                                                   
Exercise of warrants            2,115      (1,035)    -                         
Exercise of stock options and   54,912     (30,873)   -                         
restricted shares                                                               
Uranium One Inc / UrAsia        1,709,647  62,042     46,480                    
Energy Ltd business                                                             
combination                                                                     
U.S. Energy Corp asset          99,401     -          -                         
purchase consideration                                                          
Energy Metals Corporation       1,013,215  35,307     -                         
asset purchase consideration                                                    
Unrealized gains recognized     -          -          -                         
on translation of self-                                                         
sustaining foreign operations                                                   
Unrealized gains recognized     -          -          -                         
on translation of self-                                                         
sustaining foreign                                                              
discontinued operations                                                         
Shares issued for services      3,987      -          -                         
rendered                                                                        
Fair value adjustments on       -          -          -                         
available for sale                                                              
securities, net of tax (note                                                    
8)                                                                              
Balance as at December 31,      3,496,884  134,387    46,480                    
2007                                                                            
Net loss for the period         -          -          -                         
Stock options and restricted    -          13,560     -                         
shares vested                                                                   
Exercise of warrants            15,791     (11,460)   -                         
Exercise of stock options and   8,755      (5,354)    -                         
restricted shares                                                               
Unrealized loss recognized on   -          -          -                         
translation of self-                                                            
sustaining foreign operations                                                   
Unrealized loss recognized on   -          -          -                         
translation of self-                                                            
sustaining foreign                                                              
discontinued operations                                                         
Realized loss on sale of        -          -          -                         
Aflease Gold                                                                    
Fair value adjustments on       -          -          -                         
available for sale securities                                                   
(note 8)                                                                        
Realized loss on sale of        -          -          -                         
available for sale                                                              
securities, net of tax                                                          
Balance as at September 30,     3,521,430  131,133    46,480                    
2008                                                                            
                            Accumulat  Deficit      Total                       
ed other   $`000        $`000                       
                            comprehen                                           
                            d- sive                                             
                            income /                                            
(loss)                                              
                            $`000                                               
Balance as at January 1,     -          (29,204)     615,689                    
2007                                                                            
Net loss for the year        -          (17,609)     (17,609)                   
Stock options and            -          -            37,660                     
restricted shares vested                                                        
Exercise of warrants         -          -            1,080                      
Exercise of stock options    -          -            24,039                     
and restricted shares                                                           
Uranium One Inc / UrAsia     -          -            1,818,169                  
Energy Ltd business                                                             
combination                                                                     
U.S. Energy Corp asset       -          -            99,401                     
purchase consideration                                                          
Energy Metals Corporation    -          -            1,048,522                  
asset purchase                                                                  
consideration                                                                   
Unrealized gains recognized  47,536     -            47,536                     
on translation of self-                                                         
sustaining foreign                                                              
operations                                                                      
Unrealized gains recognized  4,243      -            4,243                      
on translation of self-                                                         
sustaining foreign                                                              
discontinued operations                                                         
Shares issued for services   -          -            3,987                      
rendered                                                                        
Fair value adjustments on    188        -            188                        
available for sale                                                              
securities, net of tax                                                          
(note 8)                                                                        
Balance as at December 31,   51,967     (46,813)     3,682,905                  
2007                                                                            
Net loss for the period      -          (2,197,041)  (2,197,041)                
Stock options and            -          -            13,560                     
restricted shares vested                                                        
Exercise of warrants         -          -            4,331                      
Exercise of stock options    -          -            3,401                      
and restricted shares                                                           
Unrealized loss recognized   (285,645)  -            (285,645)                  
on translation of self-                                                         
sustaining foreign                                                              
operations                                                                      
Unrealized loss recognized   (27,969)   -            (27,969)                   
on translation of self-                                                         
sustaining foreign                                                              
discontinued operations                                                         
Realized loss on sale of     9,920      -            9,920                      
Aflease Gold                                                                    
Fair value adjustments on    (2,225)    -            (2,225)                    
available for sale                                                              
securities (note 8)                                                             
Realized loss on sale of     (176)      -            (176)                      
available for sale                                                              
securities, net of tax                                                          
Balance as at September 30,  (254,128)  (2,243,854)  1,201,061                  
2008                                                                            
The accompanying notes form an integral part of these Interim Consolidated      
Financial Statements                                                            
Three months ended                      
                                        Sep 30, 2008 Sep 30,                    
                                                     2007                       
                                 Notes  $`000        $`000                      
Net loss                                 (2,014,251)  (17,257)                  
Unrealized (loss) / gain                 (121,005)    40,022                    
recognized on translation of                                                    
self-sustaining foreign                                                         
operations                                                                      
Unrealized (loss) / gain                 (1,899)      4,194                     
recognized on translation of                                                    
self-sustaining foreign                                                         
discontinued operations                                                         
Realized loss on sale of Aflease         -            -                         
Gold                                                                            
Fair value adjustments on         8      (1,272)      (371)                     
available for sale securities                                                   
Realized loss on sale of                 -            -                         
available for sale securities,                                                  
net of tax                                                                      
Comprehensive (loss) / income            (2,138,427)  26,588                    
                                        Nine months ended                       
                                        Sep 30, 2008 Sep 30,                    
                                                     2007                       
Notes  $`000        $`000                      
Net loss                                 (2,197,041)  (22,980)                  
Unrealized (loss) / gain                 (285,645)    31,972                    
recognized on translation of                                                    
self-sustaining foreign                                                         
operations                                                                      
Unrealized (loss) / gain                 (27,969)     3,666                     
recognized on translation of                                                    
self-sustaining foreign                                                         
discontinued operations                                                         
Realized loss on sale of Aflease         9,920        -                         
Gold                                                                            
Fair value adjustments on         8      (2,225)      (371)                     
available for sale securities                                                   
Realized loss on sale of                 (176)        -                         
available for sale securities,                                                  
net of tax                                                                      
Comprehensive (loss) / income            (2,503,136)  12,287                    
Interim Consolidated Statements of Accumulated Other Comprehensive (Loss) /     
Income - Unaudited                                                              
As at September 30, 2008 and December 31, 2007                                  
(in United States dollars)                                                      
                                            Sep 30,     Dec 31, 2007            
                                            2008                                
$`000       $`000                   
Accumulated other comprehensive income at    51,967      -                      
January 1                                                                       
Other comprehensive (loss) / income for      (306,095)   51,967                 
the period                                                                      
                                            (254,128)   51,967                  
                                                                                
Components of other comprehensive loss at                                       
the end of the period:                                                          
Unrealized foreign exchange adjustment -     (238,109)   47,562                 
continuing operations (1)                                                       
Unrealized foreign exchange adjustment -     (13,806)    4,243                  
discontinued operations                                                         
Available for sale marketable securities     (2,213)     162                    
and investments                                                                 
                                            (254,128)   51,967                  
(1) Includes foreign exchange losses of $238.5 million relating to the          
translation of the investment in Uranium One Africa Limited (note 7.1)          
The accompanying notes form an integral part of these Interim Consolidated      
Financial Statements                                                            
Three months ended                        
                                      Sep 30,      Sep 30, 2007                 
                                      2008                                      
                               Notes  $`000        $`000                        
Net loss from continuing               (2,013,684)  (16,980)                    
operations                                                                      
                                                                                
Items not affecting cash:                                                       
- Depreciation and depletion           8,305        1,058                       
- Impairment of mineral         7.1    2,816,878    -                           
interest plant and equipment                                                    
- Impairment of assets held     10     14,100       -                           
for sale                                                                        
- Stock option and restricted   14     2,963        15,389                      
share expense                                                                   
- Interest accrued on loans            4,438        3,707                       
and debentures                                                                  
- Unrealized foreign exchange   16     1,737        (1,274)                     
(gain) / loss                                                                   
- Future income tax recovery           (818,799)    (668)                       
- Gain on sale of available            -            -                           
for sale securities                                                             
- Other                                1,540        (377)                       
Movement in non-cash working    17     8,993        1,896                       
capital                                                                         
Cash flows from operating              26,471       2,751                       
activities                                                                      
                                                                                
Acquisition of Uranium One             -            -                           
Inc., net of acquisition                                                        
costs                                                                           
Acquisition of Energy Metals           -            82,410                      
Corporation, net of                                                             
acquisition costs                                                               
Acquisition of mineral                 (63,833)     (80,800)                    
interests, plant and                                                            
equipment                                                                       
Advance cash payments for              -            (1,331)                     
other assets                                                                    
Joint Venture earn in                  -            800                         
payments received                                                               
Proceeds on sale of available   8      -            -                           
for sale securities                                                             
Cash advances to joint                 -            -                           
ventures                                                                        
Cash proceeds from joint               4,667        -                           
ventures                                                                        
Restricted cash                        -            -                           
Other                                  (810)        -                           
Cash flows (used in) / from            (59,976)     1,079                       
investing activities                                                            
Cash flows from investing       3      -            -                           
activities of discontinued                                                      
operations                                                                      
                                                                                
Common shares issued, net of           3,486        4,466                       
issue costs                                                                     
Financing fees                  9      -            -                           
Loans received by Kyzylkum             -            12,000                      
Short term loan repaid                 -            (53,131)                    
Subscriptions for special              -            6,072                       
warrants received by                                                            
subsidiary                                                                      
Coupon interest payment on             -            -                           
convertible debentures                                                          
Other                                  -            -                           
Cash flows from / (used in)            3,486        (30,593)                    
financing activities                                                            

Effects of exchange rate               (4,198)      16,532                      
changes on cash and cash                                                        
equivalents                                                                     
Net (decrease) / increase in           (34,217)     (10,231)                    
cash and cash equivalents                                                       
from continuing operations                                                      
Cash and cash equivalents at the       133,148      288,013                     
beginning of the period                                                         
Cash and cash equivalents at           98,931       277,782                     
the end of the period                                                           
                                      Nine months ended                         
Sep 30,      Sep 30, 2007                 
                                      2008                                      
                               Notes  $`000        $`000                        
Net loss from continuing               (2,092,192)  (22,117)                    
operations                                                                      
                                                                                
Items not affecting cash:                                                       
- Depreciation and depletion           18,196       7,933                       
- Impairment of mineral         7.1    2,816,878    -                           
interest plant and equipment                                                    
- Impairment of assets held     10     119,189      -                           
for sale                                                                        
- Stock option and restricted   14     13,560       28,413                      
share expense                                                                   
- Interest accrued on loans            12,055       5,226                       
and debentures                                                                  
- Unrealized foreign exchange   16     (1,907)      10,688                      
(gain) / loss                                                                   
- Future income tax recovery           (848,895)    (5,114)                     
- Gain on sale of available            (7,467)      -                           
for sale securities                                                             
- Other                                1,735        1,441                       
Movement in non-cash working    17     4,415        7,219                       
capital                                                                         
Cash flows from operating              35,567       33,689                      
activities                                                                      
                                                                                
Acquisition of Uranium One             -            271,935                     
Inc., net of acquisition                                                        
costs                                                                           
Acquisition of Energy Metals           -            82,410                      
Corporation, net of                                                             
acquisition costs                                                               
Acquisition of mineral                 (186,270)    (163,960)                   
interests, plant and                                                            
equipment                                                                       
Advance cash payments for              -            (5,644)                     
other assets                                                                    
Joint Venture earn in                  -            800                         
payments received                                                               
Proceeds on sale of available   8      24,927       -                           
for sale securities                                                             
Cash advances to joint                 (3,900)      (22,400)                    
ventures                                                                        
Cash proceeds from joint               23,001       18,780                      
ventures                                                                        
Restricted cash                        -            (500)                       
Other                                  (1,763)      -                           
Cash flows (used in) / from            (144,005)    181,421                     
investing activities                                                            
Cash flows from investing       3      43,456       -                           
activities of discontinued                                                      
operations                                                                      
                                                                                
Common shares issued, net of           8,274        22,197                      
issue costs                                                                     
Financing fees                  9      (5,666)      -                           
Loans received by Kyzylkum             12,000       12,000                      
Short term loan repaid                 -            (53,131)                    
Subscriptions for special              -            6,072                       
warrants received by                                                            
subsidiary                                                                      
Coupon interest payment on             (3,267)      -                           
convertible debentures                                                          
Other                                  -            (175)                       
Cash flows from / (used in)            11,341       (13,037)                    
financing activities                                                            
                                                                                
Effects of exchange rate               (7,020)      26,748                      
changes on cash and cash                                                        
equivalents                                                                     
Net (decrease) / increase in           (60,661)     228,821                     
cash and cash equivalents                                                       
from continuing operations                                                      
Cash and cash equivalents at the       159,592      48,961                      
beginning of the period                                                         
Cash and cash equivalents              98,931       277,782                     
at the end of the period                                                        
Cash flows of discontinued operations                                           
Cash flows used in         -        (1,835)  (685)    (3,284)                   
operating activities                                                            
Cash flows (used in) /     -        (1,970)  44,141   (3,534)                   
from investing activities                                                       
Cash flows from / (used    -        206      -        272                       
in) financing activities                                                        
Supplemental cash flow information (note 17)                                    
The accompanying notes form an integral part of these Interim Consolidated      
Financial Statements                                                            
1    NATURE OF OPERATIONS                                                       
Uranium One Inc. ("Uranium One") and its subsidiaries (`the Corporation") is    
a Canadian uranium corporation engaged through subsidiaries and joint           
ventures in the mining and production of uranium, and in the acquisition,       
exploration and development of properties for the production of uranium in      
Kazakhstan, South Africa, the United States, Australia and Canada.  The         
Corporation is in the process of disposing of its remaining 36% interest in     
Aflease Gold Limited ("Aflease Gold"), which is engaged in the development of   
the Modder East Gold Project in South Africa.                                   
Uranium One owns through the Betpak Dala Joint Venture a 70% interest in both   
the producing Akdala Uranium Mine and the South Inkai Uranium Project, which    
is being commissioned. The Kharasan Project in Kazakhstan, in which the         
Corporation owns a 30% interest, is being developed by the Kyzylkum Joint       
Venture. In the United States, the Corporation owns projects in the Powder      
River and Great Divide Basins in Wyoming. The Corporation has suspended         
operations at its Dominion Project in South Africa and placed it on care and    
maintenance while evaluating strategic alternatives for the project.  The       
Corporation entered into joint venture agreements subsequent to September 30,   
2008 in relation to the Honeymoon Uranium Project in Australia and              
exploration, which is scheduled to close before the end of 2008. The            
Corporation owns, either directly or through joint ventures, a large            
portfolio of uranium exploration properties in South Africa, the western        
United States and South Australia.                                              
2    SIGNIFICANT ACCOUNTING POLICIES                                            
2.1  Basis of presentation and principles of consolidation                      
These interim unaudited consolidated financial statements have been prepared    
in accordance with Canadian generally accepted accounting principles for        
interim financial information and they follow the same accounting policies      
and methods of application as the audited consolidated financial statements     
of the Corporation for the year ended December 31, 2007, except as discussed    
in note 2.2.  These interim unaudited consolidated financial statements do      
not include all the information and note disclosure required by the generally   
accepted accounting principles for annual financial statements and therefore    
should be read in conjunction with the most recent annual audited               
consolidated financial statements.                                              
The consolidated balance sheet, statement of operations and certain             
comparative figures have been restated for discontinued operations (note 3).    
The consolidated financial statements include the accounts of Uranium One and   
all of its subsidiaries and the proportionate share of its interests in joint   
ventures.  All intercompany balances and transactions have been eliminated.     
The following are the Corporation`s principal mineral properties as at          
September 30, 2008:                                                             
Operating mine:                                                                 
      Entity      Mineral            Location    Ownership Status               
property/Operation                                            
      Betpak      Akdala Uranium     Kazakhstan  70%       Proportionately      
      Dala LLP    Mine                                     consolidated         
Advanced development projects:                                                  
Entity      Mineral            Location    Ownership Status               
                  property/Operation                                            
      Betpak      South Inkai        Kazakhstan  70%       Proportionately      
      Dala LLP    Uranium Project                          consolidated         
Kyzylkum    Kharasan Uranium   Kazakhstan  30%       Proportionately      
      LLP         Project                                  consolidated         
The Corporation is also developing the following mineral properties:            
      Entity          Mineral            Location   Ownership Status            
property/Operation                                        
      Energy Metals   United States      United     100%      Consolidated      
      Corp (US)       development        States                                 
                      projects                                                  
Uranium One     Honeymoon Uranium  Australia  100%      Consolidated      
      Australia       Project                                                   
      (Proprietary)                                                             
      Limited                                                                   
The Corporation suspended development of the following mineral properties:      
      Entity           Mineral            Location  Ownership Status            
                       property/Operation                                       
      Uranium One      Dominion Uranium   South     100%      Consolidated      
Africa Ltd       Project            Africa                                
      South Texas      Hobson Facility    United    99%       Consolidated      
      Mining Venture   and La Palangana   States                                
                       Project                                                  
2    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                                
2.2  Adoption of new standards                                                  
Effective January 1, 2008, the Corporation adopted new accounting standards     
for Capital Disclosures (CICA Handbook Section 1535), Inventories (CICA         
Handbook Section 3031), and Financial Instruments - Disclosure and              
Presentation (CICA Handbook Sections 3862 and 3863).                            
Under Section 1535, the Corporation discloses its objectives, policies and      
procedures for managing capital, any summary quantitative data about what the   
Corporation manages as capital, whether the Corporation has complied with any   
externally imposed capital requirements and, if the Corporation has not         
complied with them, any consequences of non-compliance with these capital       
requirements.                                                                   
The new Sections 3862 and 3863 replace Section 3861 Financial Instruments -     
Disclosure and Presentation.  Disclosure requirements are revised and           
enhanced, while presentation requirements remain essentially unchanged.  The    
new disclosure requirements expand discussion around the significance of        
financial instruments for the Corporation`s financial position and              
performance, the nature and extent of risks arising from financial              
instruments to which the entity is exposed during the period and at the         
balance sheet date and how the entity manages those risks.                      
Section 3031 establishes standards for the measurement and disclosure of        
inventories and provides a Canadian equivalent to International Accounting      
Standard IAS 2 - Inventories.  The main recommendations of the new Section      
3031 are:                                                                       
Measurement of inventories at the lower of cost and net realizable value,       
with guidance on the determination of cost, including allocation of overheads   
and other costs to inventory.                                                   
Specific identification of cost of inventories of items that are not            
ordinarily interchangeable, and goods or services produced and segregated for   
specific projects.                                                              
Consistent use (by type of inventory with similar nature and use) of either     
first-in, first-out (FIFO) or weighted average cost formula to measure the      
cost of other inventories.                                                      
Reversal of previous write-downs to net realizable value when there is a        
subsequent increase in the value of inventories.                                
The adoption of Section 3031 on January 1, 2008, did not have a material        
impact on the Corporation`s financial position or operating results.            
International Financial Reporting Standards (IFRS)                              
In February 2008, the Canadian Accounting Standards Board confirmed that        
publicly accountable enterprises will be required to adopt IFRS for fiscal      
years beginning on or after January 1, 2011, with earlier adoption permitted.   
Accordingly, the conversion to IFRS will be applicable to the Corporation`s     
reporting no later than in the first quarter of 2011, with restatement of       
comparative information presented.  The conversion to IFRS will impact the      
Corporation`s accounting policies, information technology and data systems,     
internal control over financial reporting, and disclosure controls and          
procedures.  The transition may also impact business activities, such as        
foreign currency, certain contractual arrangements, debt covenants and          
capital requirements.  The Corporation is currently evaluating the future       
impact of IFRS on its financial statements and will continue to invest in       
training and additional resources to ensure a timely conversion.                
3    DISCONTINUED OPERATIONS - AFLEASE GOLD                                     
On March 27, 2008, the Corporation entered into an agreement to sell its        
shareholding in Aflease Gold.  On April 8, 2008 the Corporation sold 152.2      
million Aflease Gold shares for $41.3 million (ZAR320 million), decreasing      
the Corporation`s ownership to 38% of the common shares of Aflease Gold.  An    
option granted to the purchaser to acquire Uranium One Africa`s remaining       
shareholding in Aflease Gold lapsed on May 8, 2008.  In the first quarter of    
2008, the Corporation`s investment in Aflease Gold was written down to its      
fair value, based on a combination of the contracted sales price and the        
market price on the Johannesburg Stock Exchange ("JSE").  The impairment, net   
of future income tax recovery, amounted to $103.5 million.                      
During June 2008, the Corporation sold an additional 9.1 million Aflease Gold   
shares for $2.8 million (ZAR21.9 million), decreasing the Corporation`s         
shareholding to 36%.  The Corporation realized a gain of $0.7 million on the    
sale of these shares.  The tax on these transactions was offset against the     
assessed tax losses of Uranium One Africa Limited, a wholly owned subsidiary    
of the Corporation.                                                             
The assets and liabilities of Aflease Gold have been classified as              
discontinued operations for all periods presented in these financial            
statements.  As a result of the Corporation`s partial disposal of its           
interest in Aflease Gold, the consolidation of Aflease Gold is no longer        
appropriate.  The Corporation has equity accounted for its investment in        
Aflease Gold for the three months ended September 30, 2008 and its share of     
Aflease Gold`s earnings is recorded in the discontinued operations line in      
the consolidated statement of operations for the three months ended September   
30, 2008.  The Corporation`s net equity investment in Aflease Gold is           
recorded as discontinued operations (non-current assets) in the consolidated    
balance sheet as at September 30, 2008.  The Board of Directors has approved    
the sale of the remaining portion of Uranium One Africa`s shareholding in       
Aflease Gold.                                                                   
The investment in Aflease Gold was reported as the Modder East Gold Project     
for segment reporting purposes in previous periods.                             
The financial statement effects on the net investment in Aflease Gold and the   
statement of operations are illustrated below:                                  
                                      Balance         Statement                 
                                      sheet           of                        
                                                      operations                
$`000           $`000                     
 December 31, 2007                    191,114         -                         
 Loss from discontinued operations    (1,004)         (1,004)                   
 Impairment                           (103,552)       (103,552)                 
Effect of foreign exchange and       (29,411)        -                         
 other                                                                          
 March 31, 2008                       57,147          (104,556)                 
                                                                                
Net carrying value sold during the   (27,837)        -                         
 period                                                                         
 Loss on sale of investment, net of   -               685                       
 tax                                                                            
Share of net loss for the period     (411)           (411)                     
 (1)                                                                            
 Effect of foreign exchange           3,339           -                         
 June 30, 2008                        32,238          (104,282)                 

 Share of net loss for the period     (567)           (567)                     
 (1)                                                                            
 Effect of foreign exchange           (1,898)         -                         
September 30, 2008                   29,773          (104,849)                 
(1) The Corporation estimated its share of net loss for Aflease Gold for the    
three months ended September 30, 2008.                                          
3    DISCONTINUED OPERATIONS - AFLEASE GOLD (continued)                         
Selected financial information of the discontinued operations included in the   
comparative periods of the Consolidated Statement of Operations are as          
follows:                                                                        
                       Three months  Nine months ended                          
ended                                                    
                       Sep 30, 2007          Sep 30, 2007                       
                       $`000                 $`000                              
 Net loss from                                                                  
discontinued                                                                   
 operations                                                                     
 Revenues              -                     -                                  
 Loss from             (1,388)               (2,588)                            
discontinued                                                                   
 operations                                                                     
 Interest and other    1,065                 954                                
 expenses                                                                       
Non-controlling       46                    771                                
 interest                                                                       
                       (277)                 (863)                              
                                                                                
The major classes of assets and liabilities of the discontinued operations      
are as follows:                                                                 
                                         Sep 30,    Dec 31,                     
                                         2008       2007                        
$`000      $`000                       
 Assets                                                                         
 Cash and cash equivalents               -          92,623                      
 Accounts receivable and other           -          2,321                       
receivables                                                                    
 Inventories                             -          42                          
 Current assets of discontinued          -          94,986                      
 operations                                                                     
Mineral interests, plant and equipment  -          285,553                     
 Investment                              29,773     -                           
 Other assets                            -          1,061                       
 Non-current assets of discontinued      29,773     286,614                     
operations                                                                     
 Total assets of discontinued            29,773     381,600                     
 operations                                                                     
                                                                                
Liabilities                                                                    
 Accounts payable, accrued liabilities   -          5,080                       
 and other                                                                      
 Income taxes payable                    -          165                         
Current liabilities of discontinued     -          5,245                       
 operations                                                                     
                                                                                
 Future income tax liabilities           -          80,201                      
Convertible debentures                  -          90,551                      
 Other long term liabilities             -          1,085                       
 Non-controlling interest                -          11,308                      
 Non-current liabilities of              -          183,145                     
discontinued operations                                                        
 Total liabilities of discontinued       -          188,390                     
 operations                                                                     
4    ACCOUNTS AND OTHER RECEIVABLES                                             
Sep 30,     Dec 31,                       
                                      2008        2007                          
                                      $`000       $`000                         
 Trade receivables                    45,161      55,520                        
Value added tax and general sales    9,798       7,446                         
 tax                                                                            
 Prepayments and advances             5,639       5,558                         
 Deposits and guarantees              2,824       3,220                         
Other receivables                    1,773       1,794                         
                                      65,195      73,538                        
 Less:  non-current deposits and      2,824       3,220                         
 guarantees included in other assets                                            
(note 9)                                                                       
                                      62,371      70,318                        
5    JOINT VENTURES                                                             
5.1  Proportionate interests in joint ventures                                  
The Corporation owns the following interests in joint ventures:                 
    Betpak Dala                       70%                                       
    Kyzylkum                          30%                                       
The Corporation`s proportionate share of the assets and liabilities of the      
joint ventures are as follows:                                                  
As at September 30, 2008                                                        
                                                                                
                                                                                
Betpak     Kyzylkum   Total                          
                           Dala                                                 
                           $`000      $`000      $`000                          
    Cas                    23,771     1,457      25,228                         
h                                                                           
    Other current assets   41,309     730        42,039                         
    Mineral interests,     686,979    195,575    882,554                        
    plant and equipment                                                         
Other assets           2,044      2,874      4,918                          
    Current liabilities    (18,575)   (6,119)    (24,694)                       
    Long term debt (1)     (88)       (29,785)   (29,873)                       
    Oth                    (1,543)    (306)      (1,849)                        
er                                                                          
    Future income taxes    (273,372)  (72,783)   (346,155)                      
    Asset retirement       (1,392)    (78)       (1,470)                        
    obligation                                                                  
Net Assets             459,133    91,565     550,698                        
(1) In addition to the $54 million loan (note 5.2) from the Corporation,        
Kyzylkum negotiated unsecured bank loan facilities in Q2 2007 totaling $100     
million.  One facility, in the amount of $70 million, was obtained from the     
Japan Bank for International Cooperation ("JBIC") and the other facility, in    
the amount of $30 million, was obtained from Citibank.  Total draw downs        
against these facilities amounted to $100 million as at September 30, 2008.     
5    JOINT VENTURES (continued)                                                 
5.1  Proportionate interests in joint ventures (continued)                      
As at December 31, 2007                                                         
                                                                                
                                                                                
Betpak    Kyzylkum   Total                         
                             Dala                                               
                             $`000     $`000      $`000                         
    Cash                     1,643     3,659      5,302                         
Other current assets     73,039    291        73,330                        
    Mineral interests,       680,046   182,740    862,786                       
    plant and equipment                                                         
    Other assets             4,070     4,771      8,841                         
Current liabilities      (19,395)  (900)      (20,295)                      
    Long term debt           -         (18,205)   (18,205)                      
    Other long term          (1,567)   (135)      (1,702)                       
    liabilities                                                                 
Future income taxes      (280,075  (72,486)   (352,561                      
                             )                    )                             
    Asset retirement         (3,377)   -          (3,377)                       
    obligation                                                                  
Net                      454,384   99,735     554,119                       
    Assets                                                                      
The Corporation`s proportionate share of revenue, expenses, net earnings /      
(loss) and cash flows for the three and nine month periods ended September      
30, 2008 and 2007 are as follows:                                               
Three months ended September 30, 2008                                           
                                                                                
                                                                                
Betpak    Kyzylkum  Total                         
                              Dala                                              
                              $`000     $`000     $`000                         
    Revenue                   56,723    -         56,723                        
Expenses and other        (18,856)  325       (18,531)                      
    income                                                                      
    Foreign exchange          (1,934)   3,960     2,026                         
    (loss) / gain                                                               
Earnings before income    35,933    4,285     40,218                        
    taxes                                                                       
    Current income            (16,023)  -         (16,023)                      
    tax expense                                                                 
Future income             3,143     -         3,143                         
    tax recovery                                                                
    Earnings                  23,053    4,285     27,338                        
                                                                                
Cash flows from / (used   27,129    (554)     26,575                        
    in) operating activities                                                    
    Cash flows used in        (13,380)  (3,377)   (16,757)                      
    investing activities                                                        
Cash flows from / (used   99        (2,325)   (2,226)                       
    in) financing activities                                                    
    Net increase /            13,848    (6,256)   7,592                         
    (decrease) in cash                                                          
5    JOINT VENTURES (continued)                                                 
5.1  Proportionate interests in joint ventures (continued)                      
Nine months ended September 30, 2008                                            
                                                                                

                                Betpak    Kyzylkum  Total                       
                                Dala                                            
                                $`000     $`000     $`000                       
Revenue                     128,630   -         128,630                     
    Expenses and other income   (40,682)  336       (40,346)                    
    Foreign exchange (loss) /   (2,055)   3,949     1,894                       
    gain                                                                        
Earnings before income      85,893    4,285     90,178                      
    taxes                                                                       
    Current income              (37,595)  (44)      (37,639)                    
    tax expense                                                                 
Future income               6,792     -         6,792                       
    tax recovery                                                                
    Earnings                    55,090    4,241     59,331                      
                                                                                
Cash flows from / (used     74,022    (619)     73,403                      
    in) operating activities                                                    
    Cash flows used in          (40,169)  (7,683)   (47,852)                    
    investing                                                                   
activities                                                                  
    Cash flows (used in) /      (11,726)  5,827     (5,899)                     
    from financing activities                                                   
    Net increase / (decrease)   22,127    (2,475)   19,652                      
in cash                                                                     
Three months ended September 30, 2007                                           
                                                                                
                                                                                
Betpak    Kyzylkum  Total                       
                                Dala                                            
                                $`000     $`000     $`000                       
    Revenue                     8,019     -         8,019                       
Expenses and other income   (2,053)   2         (2,051)                     
    Foreign                     119       886       1,005                       
    exchange gain                                                               
    Earnings before income      6,085     888       6,973                       
taxes                                                                       
    Current income tax expense  (1,960)   -         (1,960)                     
    Future income tax recovery  335       -         335                         
    Earnings                    4,460     888       5,348                       

    Cash flows from / (used     18,110    (274)     17,836                      
    in) operating activities                                                    
    Cash flows used in          (13,499)  (8,425)   (21,924)                    
investing                                                                   
    activities                                                                  
    Cash flows from financing   112       11,597    11,709                      
    activities                                                                  
Net                         4,723     2,898     7,621                       
    increase in                                                                 
    cash                                                                        
5    JOINT VENTURES (continued)                                                 
5.1  Proportionate interests in joint ventures (continued)                      
Nine months ended September 30, 2007                                            
                                                                                
                                                                                
Betpak    Kyzylkum  Total                         
                              Dala                                              
                              $`000     $`000     $`000                         
    Revenue                   73,014    -         73,014                        
Expenses and other        (18,505)  (685)     (19,190)                      
    income                                                                      
    Foreign exchange loss     (5,918)   (456)     (6,374)                       
    Earnings / (loss) before  48,591    (1,141)   47,450                        
income taxes                                                                
    Current income tax        (25,057)  -         (25,057)                      
    expense                                                                     
    Future income tax         5,114     -         5,114                         
recovery                                                                    
    Earnings / (loss)         28,648    (1,141)   27,507                        
                                                                                
    Cash flows from / (used   88,806    (627)     88,179                        
in) operating activities                                                    
    Cash flows used in        (39,024)  (16,990)  (56,014)                      
    investing activities                                                        
    Cash flows (used in) /    (45,621)  20,774    (24,847)                      
from financing                                                              
    activities                                                                  
    Net increase in cash      4,161     3,157     7,318                         
5.2  Loans to Joint Ventures                                                    
Sep 30,     Dec 31,                      
                                       2008        2007                         
                                       $`000       $`000                        
    Current portion                                                             
Betpak Dala                        -           5,175                        
    Kyzylkum                           19,390      27,692                       
                                       19,390      32,867                       
                                                                                
Long term portion                                                           
    Betpak Dala                        -           -                            
    Kyzylkum                           18,666      24,359                       
                                       18,666      24,359                       
Total                              38,056      57,226                       
During the three months ended March 31, 2008, Betpak Dala repaid the            
principal amount of $5 million to the Corporation, together with $0.2 million   
of accrued interest.                                                            
5    JOINT VENTURES (continued)                                                 
5.2  Loans to Joint Ventures (continued)                                        
Kyzylkum Loan                                                                   
The Corporation made loans to Kyzylkum pursuant to its obligation to provide    
project financing for construction and commissioning of the Kharasan Project    
in the amount of $80 million.  The loans bear interest at LIBOR plus 1.5% per   
annum, with interest payable on a semi-annual basis, commencing within two      
years of funding.                                                               
Sep 30,    Dec 31,                       
                                       2008       2007                          
                                       $`000      $`000                         
    Balance at January 1               73,333     80,000                        

    Repaid during the period           (20,000)   (6,667)                       
                                       53,333     73,333                        
    Interest accrued                   1,033      1,025                         
54,366     74,358                        
    Less: elimination of               (16,310)   (22,307)                      
    proportionate share - 30%                                                   
                                       38,056     52,051                        
Less: current portion              (19,390)   (27,692)                      
    Long term portion                  18,666     24,359                        
The loans to Kyzylkum are unsecured.                                            
6    INVENTORIES                                                                
Sep 30,    Dec 31,                       
                                       2008       2007                          
                                       $`000      $`000                         
 Finished uranium concentrates         2,964      10,093                        
Solutions and concentrates in         2,367      5,731                         
 process                                                                        
 Product inventory                     5,331      15,824                        
 Materials and supplies                11,491     5,128                         
Stockpiles                            6,600      7,772                         
                                       23,422     28,724                        
 Less: non-current inventory included  -          7,772                         
 in other assets (note 9)                                                       
23,422     20,952                        
The Corporation has decided to toll treat the stockpiles through 3rd party      
facilities and the stockpiles have been reclassified as current inventory.      
7    MINERAL INTERESTS, PLANT AND EQUIPMENT                                     
September 30, 2008                    Accumulated        Net                   
                                                          carrying              
                           Cost        amortization       amount                
                           $`000       $`000              $`000                 
Mineral interests         1,419,002   (44,498)           1,374,504             
 Plant and equipment       312,436     (7,350)            305,086               
                           1,731,438   (51,848)           1,679,590             
 December 31, 2007                     Accumulated  Net                         
carrying                    
                         Cost          amortization amount                      
                         $`000         $`000        $`000                       
 Mineral interests       4,299,828     (32,771)     4,267,057                   
Plant and equipment     566,612       (6,316)      560,296                     
                         4,866,440     (39,087)     4,827,353                   
7    MINERAL INTERESTS, PLANT AND EQUIPMENT (continued)                         
A summary by property of the net book value is as follows:                      

 September 30,               Mineral interests                                  
 2008                                                                           
                                         Non-                                   
depletabl                              
                                         e                                      
                             Depletable              Total                      
                Country      $`000       $`000       $`000                      
Akdala         Kazakhstan   103,921     74,358      178,279                    
 Uranium Mine                                                                   
 South Inkai    Kazakhstan   -           396,888     396,888                    
 Uranium                                                                        
Project                                                                        
 Kharasan       Kazakhstan   -           144,796     144,796                    
 Uranium                                                                        
 Project                                                                        
Dominion       South        -           -           -                          
 Uranium        Africa                                                          
 Project (1)                                                                    
 United States  United       -           294,767     294,767                    
development    States                                                          
 projects                                                                       
 United States  United       -           255,378     255,378                    
 exploration    States                                                          
projects(1)                                                                    
 Hobson         United       -           -           -                          
 Facility and   States                                                          
 La Palangana                                                                   
project (1)                                                                    
 United States  United       -           50,361      50,361                     
 conventional   States                                                          
 mining                                                                         
projects(1)                                                                    
 (2)                                                                            
 Honeymoon      Australia    -           54,035      54,035                     
 Uranium                                                                        
Project(1)                                                                     
 Corporate and               -           -           -                          
 other (1)                                                                      
 Total                       103,921     1,270,583   1,374,504                  

 September 30, 2008                                                             
                                         Plant and  Total                       
                                         equipment                              

                           Country       $`000      $`000                       
 Akdala Uranium Mine       Kazakhstan    17,539     195,818                     
 South Inkai Uranium       Kazakhstan    93,992     490,880                     
Project                                                                        
 Kharasan Uranium Project  Kazakhstan    50,783     195,579                     
 Dominion Uranium Project  South Africa  50,473     50,473                      
 (1)                                                                            
United States             United States 11,945     306,712                     
 development projects                                                           
 United States             United States 596        255,974                     
 exploration projects(1)                                                        
Hobson Facility and La    United States 20,240     20,240                      
 Palangana project (1)                                                          
 United States             United States 933        51,294                      
 conventional mining                                                            
projects(1) (2)                                                                
 Honeymoon Uranium         Australia     32,518     86,553                      
 Project(1)                                                                     
 Corporate and other (1)                 26,067     26,067                      
Total                                   305,086    1,679,590                   
Refer to note 7.1                                                               
Previously Shootaring Canyon Mill                                               
                                                                                
December 31,             Mineral interests                                     
 2007                                                                           
                                      Non-                                      
                          Depletable  depletable Total                          
Country    $`000       $`000      $`000                          
 Akdala        Kazakhstan 111,302     74,358     185,660                        
 Uranium Mine                                                                   
 South Inkai   Kazakhstan -           422,631    422,631                        
Uranium                                                                        
 Project                                                                        
 Kharasan      Kazakhstan -           146,538    146,538                        
 Uranium                                                                        
Project                                                                        
 Dominion      South      -           1,756,018  1,756,018                      
 Uranium       Africa                                                           
 Project                                                                        
United        United     -           278,654    278,654                        
 States        States                                                           
 development                                                                    
 projects                                                                       
United        United     -           1,073,130  1,073,130                      
 States        States                                                           
 exploration                                                                    
 projects                                                                       
Hobson        United     -           56,869     56,869                         
 Facility and  States                                                           
 La Palangana                                                                   
 Project                                                                        
United        United     -           50,009     50,009                         
 States        States                                                           
 conventional                                                                   
 mining                                                                         
projects(1)                                                                    
 Honeymoon     Australia  -           276,087    276,087                        
 Uranium                                                                        
 Project                                                                        
Corporate                -           21,461     21,461                         
 and other                                                                      
 Total                    111,302     4,155,755  4,267,057                      
                                                                                
December 31, 2007                                                              
                                                                                
                                      Plant and   Total                         
                                      equipment                                 

                        Country       $`000       $`000                         
 Akdala Uranium Mine    Kazakhstan    15,906      201,566                       
 South Inkai Uranium    Kazakhstan    31,388      454,019                       
Project                                                                        
 Kharasan Uranium       Kazakhstan    29,376      175,914                       
 Project                                                                        
 Dominion Uranium       South         350,146     2,106,164                     
Project                Africa                                                  
 United States          United        7,184       285,838                       
 development projects   States                                                  
 United States          United        1,285       1,074,415                     
exploration projects   States                                                  
 Hobson Facility and    United        33,503      90,372                        
 La Palangana Project   States                                                  
 United States          United        47,614      97,623                        
conventional mining    States                                                  
 projects(1)                                                                    
 Honeymoon Uranium      Australia     23,951      300,038                       
 Project                                                                        
Corporate and other                  19,943      41,404                        
 Total                                560,296     4,827,353                     
Previously Shootaring Canyon Mill                                               
7.1  IMPAIRMENT OF MINERAL INTERESTS, PLANT AND EQUIPMENT                       
Impairment  Future   Net                            
                                        income   impairment                     
                                        tax                                     
                                        recovery                                
$`000       $`000    $`000                          
                                                                                
 Dominion Uranium Project   1,787,925   474,735  1,313,190                      
 Honeymoon Uranium Project  194,938     59,196   135,742                        
Hobson Facility and La     83,409      19,024   64,385                         
 Palangana Project                                                              
 United States              47,808      -        47,808                         
 conventional mining                                                            
projects                                                                       
 United States exploration  700,572     261,251  439,321                        
 projects                                                                       
 Corporate and other        2,226       44       2,182                          
2,816,878   814,250  2,002,628                      
Dominion Uranium Project                                                        
On October 20, 2008, the Corporation`s board of directors has decided to        
place the Dominion Uranium Project ("Dominion") on care and maintenance.  A     
significant deterioration in Dominion`s economics associated with the           
continuing decline in uranium prices over the last year and significant         
inflation-related increases in project costs, together with a slower than       
expected ramp-up in development and production were the major factors that      
contributed to the Corporation`s decision to place the Dominion project on      
care and maintenance.                                                           
The Corporation impaired the carrying value of Dominion to its salvage value    
of $50.5 million (ZAR(1) 419.8 million). The Corporation expects to incur $32   
million to place the project in care and maintenance.                           
The Corporation carries foreign exchange translation losses of $238.5 million   
in accumulated other comprehensive losses relating to the translation of its    
investment in Uranium One Africa Limited ("Uranium One Africa"), a wholly       
owned subsidiary, to US dollars. Uranium One Africa owns Dominion. The          
foreign exchange losses was not taken into consideration in calculating  the    
impairment value and will only be realized in the statement of operations if    
the Corporation sells its investment in Uranium One Africa.                     
Honeymoon Uranium Project                                                       
On October 15, 2008, The Corporation agreed with Mitsui & Co., Ltd. of Japan    
("Mitsui & Co.") to create joint ventures in relation to the Australian         
assets of the Corporation.  Under the agreement, Mitsui & Co. will acquire a    
49% interest in the Honeymoon project and the Corporation`s Australian          
exploration portfolio.                                                          
The total minimum cash commitment from Mitsui will be approximately $82.2       
million (A$ (2)104.0 million_ for its share of Uranium One Australia`s          
business.  The majority of these funds will be used to advance the              
development of the Honeymoon Project through to commencement of production in   
2010.  The transaction remains subject to certain regulatory approvals,         
including Australian Government regulatory approvals, which are expected by     
the end of the year.                                                            
As the transaction value was below the carrying value of these assets, it was   
tested for impairment.  Honeymoon and the Australian exploration properties     
were consequently written down to the implied transaction value, less           
transaction costs.  The Corporation impaired the carrying value of the          
Honeymoon Uranium Project and exploration properties to its fair value of       
$86.6 million (A$105.1 million).                                                
Hobson Facility and La Palangana Project                                        
From the mine planning process in the United States it was concluded that the   
La Palangana project has an estimated fair value of $6.2 million, which was     
substantially lower than its carrying value.  The downward revision in value    
was due to materially lower than anticipated recoverable resources at La        
Palangana.  In light of the reduced recoverable resources, the Corporation      
decided to place the Hobson facility on care and maintenance and postpone the   
development of La Palangana until additional feed for Hobson has been           
identified.                                                                     
United States conventional mining projects                                      
The Corporation concluded that the Shootaring Canyon Mill cannot be operated    
economically with the current available resource base and fully impaired the    
carrying value of the mill, due to a negligible salvage value.                  
United States exploration projects and corporate and other assets               
Impairments were recognized on United States exploration projects, and          
corporate and other assets, due to various factors including economic           
feasibility, metallurgical recovery factors, licensing and environmental        
issues.                                                                         
(1)  ZAR: South African rand                                                    
(2)  A$: Australian dollar                                                      
8    AVAILABLE FOR SALE SECURITIES                                              

                                       Sep 30,    Dec 31,                       
                                       2008       2007                          
                                       $`000      $`000                         
Available for sale securities         1,420      21,257                        
                                                                                
                                                                                
                                                  $`000                         
Balance as at January 1, 2007                    -                             
 Received as part of a joint venture              1,268                         
 earn-in payment                                                                
 Purchased as part of the EMC                     20,391                        
acquisition                                                                    
 Purchased during the period                      278                           
 Impairment of available for sale                                               
 securities included in the statement                                           
of operations                                    (932)                         
 Increase due to foreign exchange                 64                            
 translation                                                                    
 Fair value adjustment included in                188                           
other comprehensive income                                                     
 Balance as at December 31, 2007                  21,257                        
 Received as part of a joint venture              470                           
 earn-in payment                                                                
Disposed during the period                       (17,425)                      
 Impairment of available for sale                 (657)                         
 securities included in the statement                                           
 of operations                                                                  
Fair value adjustment included in                (2,225)                       
 other comprehensive income                                                     
 Balance as at September 30, 2008                 1,420                         
During the three months ended September 30, 2008, the Corporation did not       
dispose of available for sale securities.                                       
During the three months ended June 30, 2008, the Corporation disposed of its    
investment in Randgold and Exploration Company Limited ("Randgold").  The       
securities had a carrying value of $Nil.  No value was allocated to the         
investment as part of the purchase price allocation on April 20, 2007, due to   
the suspension of Randgold on the Johannesburg stock exchange.  Proceeds on     
the sale of these securities amounted to $13.0 million which resulted in a      
pre-tax gain on sale of securities of $13.0 million.  Capital gains tax of      
$1.5 million on the sale was offset against the assessed losses of Uranium      
One Africa.                                                                     
For the nine months ended September 30, 2008, the Corporation disposed of       
further available for sale securities with a fair market value of $17.4         
million.  The securities had a cost basis of $17.2 million and fair value       
losses included in other comprehensive income of $0.2 million.  Proceeds on     
the sale of these securities were $11.9 million which resulted in a loss on     
sale of securities of $5.5 million.  Capital gains tax of $0.9 million was      
offset against the Corporation`s assessed losses.                               
By holding these long-term investments the Corporation is inherently exposed    
to various risk factors including currency risk, market price risk and          
liquidity risk (note 20).                                                       
9    OTHER ASSETS                                                               
                                         Sep 30,    Dec 31,                     
                                         2008       2007                        
                                         $`000      $`000                       
Asset retirement fund                   20,275     20,316                      
 Advances for future services            10,000     10,629                      
 Borrowed uranium concentrates           10,600     -                           
 Long term inventory (note 6)            -          7,772                       
Advances for plant and equipment        4,059      12,643                      
 Prepaid financing fees                  5,087      -                           
 Long term deposits and guarantees       2,824      3,220                       
 (note 4)                                                                       
Reclamation bond payment on behalf of   1,094      1,094                       
 UPC joint venture                                                              
 Other                                   4,720      869                         
                                         58,659     56,543                      
Credit facility                                                                 
Prepaid financing fees relate to upfront costs and other costs incurred         
associated with establishing a $100 million bank debt senior secured            
revolving credit facility (the "facility") during the 3 months ended June 30,   
2008.  Under the terms of the facility, the Corporation has the ability to      
borrow up to $100 million from the lead lenders, Bank of Montreal and The       
Bank of Nova Scotia (the "Banks").  The facility has a two year term, and may   
be extended for a further year with lender consent.                             
Draw downs under the facility can be made at interest rates based on either     
the US dollar LIBOR rate or the Bank of Montreal base rate for US dollar        
denominated loans (note 20).  Undrawn amounts are subject to a commitment fee   
currently ranging from 0.45% to 0.5% per annum.                                 
Letters of credit can be issued under the facility at a fee of between 1.25%    
and 2.00% per annum.                                                            
The Corporation has made a drawdown of $65 million under the credit facility    
on October 20, 2008.  The loan currently bears interest at 3.8% per year.  A    
letter of credit in the amount of $12.9 million was issued under the credit     
facility on September 25, 2008 as security for a uranium concentrates loan of   
200,000 pounds of U3O8 (note 12).                                               
The Corporation has a balance of $22.1 million available to draw down from      
the credit facility after the drawdown and letter of credit issued against      
it.                                                                             
The margins over the base interest rates, the commitment fee and the letter     
of credit fee, are dependent on the ratio of the Corporation`s net debt         
(consisting of total debt less certain cash balances) to its earnings before    
interest, taxes, share based compensation, depreciation and depletion and       
other non-cash items.                                                           
Draw downs under the facility may be used for general corporate purposes,       
including working capital requirements and funding capital expenditures and     
acquisitions.                                                                   
On drawdown of the facility, the fees relating to loan origination costs will   
be offset against the long term debt and will be amortized over the term of     
the facility using the effective interest rate method.                          
Borrowed uranium concentrates                                                   
The Corporation entered into a uranium concentrates borrowing agreement to      
ensure that it can meet its long term contractual obligations in terms of       
future uranium sales contracts.  A corresponding liability has been             
recognized (note 12).                                                           
10   ASSETS HELD FOR SALE                                                       
In March 2008 the Corporation decided to sell non-core properties and as a      
result certain exploration properties previously included in the United         
States exploration operating segment have been classified as held for sale.     
The Corporation has received letters of intent from potential buyers to         
acquire certain of these properties.  During the three month period ended       
June 30, 2008, these assets held for sale were written down to their            
estimated fair value, less selling costs, resulting in an impairment charge     
of $105.1 million and a future income tax recovery of $23.9 million.            
During the three month period ended September 30, 2008, the assets held for     
sale have been written down further due to a change in circumstances and        
market conditions.  The resulting impairment amounted to $14.1 million and a    
future income tax recovery of $1.5 million.                                     
                           Mineral    Future    Net                             
Interest   Income                                    
                                      Tax                                       
                           $`000      $`000     $`000                           
 Carrying value as at      122,167    (25,476)  96,691                          
December 31, 2007                                                              
 Impairment                (105,089)  23,880    (81,209)                        
 Carrying value as at      17,078     (1,596)   15,482                          
 June 30, 2008                                                                  
Impairment                (14,100)   1,461     (12,639)                        
 Foreign exchange          (275)      -         (275)                           
 Carrying value as at      2,703      (135)     2,568                           
 September 30, 2008                                                             
11   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                                   
                                         Sep 30,      Dec 31,                   
                                         2008         2007                      
                                         $`000        $`000                     
Trade payables                          24,022       25,334                    
 Accruals                                21,288       24,461                    
 Commodity and other taxes payable       1,778        11,280                    
 Other                                   5,217        9,727                     
52,305       70,802                    
12   OTHER LONG TERM PAYABLES                                                   
                                         Sep 30,      Dec 31,                   
                                         2008         2007                      
$`000        $`000                     
 Uranium concentrates loan               10,221       -                         
 Due to the Republic of Kazakhstan       1,849        1,824                     
 Other                                   670          -                         
12,740       1,824                     
Uranium concentrates loan                                                       
On September 22, 2008, the Corporation entered into a loan agreement to         
borrow 200,000 pounds of U3O8 to be repaid on September 30, 2010.  Under the    
loan agreement, loan fees of 3.5% per annum are payable based on the value of   
the borrowed U3O8.  In addition to the loan agreement, the Corporation          
incurred $0.4 million in loan arrangement fees, which has been offset against   
the loan, and will be amortized over the period of the loan.  The Corporation   
recognized the borrowed uranium as an Other asset (note 9).  The loan and the   
other asset are carried at fair value.                                          
13   SHARE CAPITAL                                                              
                                         Number of        Value of              
Issued and outstanding common shares    shares           shares                
                                                          $`000                 
 Common shares on January 1, 2007        480,240,704      613,607               
 Exercise of warrants                    481,000          82                    
Exercise of stock options               1,866,807        7,601                 
 Common shares on April 20, 2007         482,588,511      621,290               
                                                                                
 Conversion of UrAsia Energy shares to   217,164,830      621,290               
Uranium One shares at a ratio of 0.45                                          
                                                                                
 Shares of Uranium One owned by          138,129,435      1,709,647             
 Uranium One shareholders at                                                    
acquisition                                                                    
 Exercise of warrants                    150,000          2,033                 
 Exercise of stock options and           4,354,617        47,311                
 restricted shares                                                              
U.S. Energy asset purchase              6,607,605        99,401                
 consideration                                                                  
 EMC asset purchase consideration        100,444,543      1,013,215             
 Shares issued for services rendered     322,393          3,987                 
Common shares on December 31, 2007      467,173,423      3,496,884             
 Exercise of warrants                    1,190,000        15,791                
 Exercise of stock options               1,043,016        7,358                 
 Exercise of restricted shares           96,615           1,397                 
Balance of issued and outstanding       469,503,054      3,521,430             
 common shares at September 30, 2008                                            
14   CONTRIBUTED SURPLUS                                                        
The following table details the movement of contributed surplus during the      
period:                                                                         
                                     Restricte                                  
                                     d                                          
                        Warrants     shares     Options    Total                
$`000        $`000      $`000      $`000                
 As at January 1,       -            -          31,286     31,286               
 2007                                                                           
 Issued on Uranium One                                                          
/ UrAsia Energy                                                                
 business               26,407       853        34,782     62,042               
 combination                                                                    
 Issued on EMC asset    -            -          35,307     35,307               
acquisition                                                                    
 Stock options          -            -          33,734     33,734               
 issued and vested                                                              
 Stock options          -            -          (29,213)   (29,213)             
exercised                                                                      
 Restricted shares      -            3,926      -          3,926                
 vested                                                                         
 Restricted shares      -            (1,660)    -          (1,660)              
exercised                                                                      
 Warrants exercised     (1,035)      -          -          (1,035)              
 As at December 31,     25,372       3,119      105,896    134,387              
 2007                                                                           
Stock options          -            -          12,481     12,481               
 issued and vested                                                              
 Stock options          -            -          (3,957)    (3,957)              
 exercised                                                                      
Restricted shares      -            1,079      -          1,079                
 issued and vested                                                              
 Restricted shares      -            (1,397)    -          (1,397)              
 exercised                                                                      
Warrants exercised     (11,460)     -          -          (11,460)             
 As at September 30,    13,912       2,801      114,420    131,133              
 2008                                                                           
14   CONTRIBUTED SURPLUS (continued)                                            
Assumptions                                                                     
The fair value of stock options and restricted shares used to calculate the     
compensation expense was estimated using the Black-Scholes option pricing       
model with the following assumptions:                                           
September  December                      
                                       30, 2008   31, 2007                      
 Risk free interest rate               3.11%      4.38%                         
 Expected dividend yield               0%         0%                            
Expected volatility of the Uranium    69%        61%                           
 One`s share price                                                              
 Expected life                         5 years    5 years                       
Options                                                                         
Under Uranium One`s Stock Option Plan, options granted are non-assignable and   
may be granted for a term not exceeding ten years.  The plan is administered    
by the Board of Directors, which determines individual eligibility under the    
plan, the number of shares reserved underlying the options granted to each      
individual (not exceeding  5% of issued and outstanding shares to any insider   
and not exceeding 1% of the issued and outstanding shares to any non-employee   
director on a non-diluted basis) and any vesting period which, pursuant to      
the stock option plan was previously one-third on the grant date, one-third     
on the first anniversary of the grant date and the remainder on the second      
anniversary of the grant date.  On December 8, 2006 the Board of Directors      
decided to adopt an amended vesting schedule such that any options granted on   
and after December 8, 2006, would vest as to one-third on the first             
anniversary of the grant date, one-third on the second anniversary of the       
grant date and one-third on the third anniversary of the grant date.  The       
maximum number of shares of Uranium One that are issuable pursuant to the       
plan is limited to 7.2% of issued and outstanding shares.                       
The following is a summary of Uranium One`s options granted under its stock-    
based compensation plan:                                                        
                                                Weighted                        
                                  Number of     average                         
options       exercise price                  
                                                Cdn $                           
 Outstanding options as at        21,658,500    2.90                            
 January 1, 2007                                                                

 Granted up to April 20, 2007     1,935,000     5.99                            
 Exercised up to April 20, 2007   (1,866,807)   2.11                            
 Forfeitures of stock options up  (30,000)      1.80                            
to April 20, 2007                                                              
 Outstanding options as at April  21,696,693    3.29                            
 20, 2007                                                                       
                                                                                
Converted UrAsia Energy stock    9,763,498     7.33                            
 options on date of business                                                    
 combination                                                                    
                                                                                
Existing Uranium One share       5,390,754     6.67                            
 options on April 20, 2007                                                      
 EMC replacement options          8,382,546     8.14                            
 Granted subsequent to April 20,  1,867,817     15.27                           
2007                                                                           
 Exercised subsequent to April    (4,228,640)   5.14                            
 20, 2007                                                                       
 Forfeitures of stock options     (351,187)     13.14                           
subsequent to April 20, 2007                                                   
 Outstanding options as at        20,824,788    8.55                            
 December 31, 2007                                                              
 Granted options                  2,371,342     3.78                            
Exercised options                (1,043,016)   3.74                            
 Forfeitures of stock options     (3,824,198)   9.65                            
 Outstanding options as at        18,328,916    7.97                            
 September 30, 2008                                                             
The stock option compensation expense for the three and nine months ended       
September 30, 2008 was $2.7 million and $12.5 million respectively and for      
the three and nine months ended September 30, 2007 it was $14.7 million and     
$25.1 million respectively.  As at September 30, 2008, the aggregate            
unexpensed fair value of unvested stock options granted amounted to $8.9        
million.  The fair value of options granted during the nine months amounts to   
$5.4 million.                                                                   
14   CONTRIBUTED SURPLUS (continued)                                            
The following table summarizes certain information about Uranium One`s stock    
options outstanding at September 30, 2008:                                      
                 Options outstanding                                            
 Range of        Number          Weighted        Weighted                       
exercise        outstandingas   average         average                        
 prices          at September    remaining       exercise price                 
                 30,             life                                           
                 2008                                                           
Cdn $                           (years)         Cdn $                          
 1.09 to 2.74    1,360,492       1.28            2.35                           
 2.75 to 4.76    4,511,021       4.19            3.86                           
 4.77 to 7.79    3,417,904       2.68            6.58                           
7.80 to 9.90    3,605,654       6.10            8.48                           
 9.91 to 12.93   3,456,801       3.08            12.06                          
 12.94 to 15.63  809,127         4.05            14.08                          
 15.64 to 16.59  1,167,917       3.60            16.53                          
18,328,916      3.81            7.97                           
                Options exercisable                                             
 Range of       Number            Weighted      Weighted                        
 exercise       exercisable as    average       average                         
prices         at September 30,  remaining     exercise                        
                2008              life          price                           
 Cdn $                            (years)       Cdn $                           
 1.09 to 2.74   1,360,492         1.28          2.35                            
2.75 to 4.76   2,443,019         3.93          4.00                            
 4.77 to 7.79   3,272,773         2.60          6.65                            
 7.80 to 9.90   3,505,903         6.13          8.48                            
 9.91 to 12.93  2,666,828         2.78          12.02                           
12.94 to       309,231           4.47          14.27                           
 15.63                                                                          
 15.64 to       391,204           3.56          16.55                           
 16.59                                                                          
13,949,450        3.69          7.70                            
Restricted shares                                                               
Under the Uranium One Restricted Share Plan, restricted share rights are        
granted to eligible employees, contractors and directors.  Each restricted      
share right is exercisable for one common share of Uranium One at the end of    
the restricted period for no additional consideration.  The vesting period is   
generally two-thirds on the first anniversary of the grant date and the         
remainder on the second anniversary of the grant date.  The aggregate maximum   
number of shares available for issuance under the restricted share plan was     
initially capped at one million and subsequently increased to three million     
at Uranium One`s annual and special meeting held on June 7, 2007.  The number   
of shares for issuance to non-employee directors may not exceed 0.5% of the     
total number of common shares outstanding on a non-diluted basis.               
The following is a summary of Uranium One`s restricted shares issued under      
the Restricted Share Plan:                                                      
                                               Number of                        
restricte                        
                                               d shares                         
 Balance at January 1, 2007                    404,231                          
 Granted                                       20,000                           
Exercised during the period                   (125,977)                        
 Expired                                       (2,722)                          
 Balance at December 31, 2007                  295,532                          
 Granted                                       609,000                          
Exercised during  the period                  (96,615)                         
 Expired                                       (44,020)                         
 Balance at September 30, 2008                 763,897                          
14   CONTRIBUTED SURPLUS (continued)                                            
The following is a summary of the outstanding restricted share rights:          
                                       Sep 30,    Dec 31,                       
                                       2008       2007                          
 Grant date                                                                     
June 7, 2006                          129,528    225,092                       
 December 8, 2006                      48,369     50,440                        
 July 1, 2007                          20,000     20,000                        
 April 7, 2008                         535,500    -                             
April 28, 2008                        30,500     -                             
 Balance at the end of the period      763,897    295,532                       
Restricted share rights will not expire while the right holder is an employee   
of the Corporation.                                                             
The restricted share rights expense for the three and nine months ended         
September 30, 2008 was $0.3 million and $1.1 million respectively and for the   
three and nine months ended September 30, 2007 was $0.7 million and $3.3        
million.  As at September 30, 2008 the aggregate unexpensed fair value of       
unvested restricted share rights granted amounted to $1.9 million.  The fair    
value of restricted shares granted during the nine months amounts to $2.4       
million.                                                                        
 Warrants                                                                       
Number of   Allocated                                 
                          warrants    value                                     
                                      $`000                                     
 Balance at January 1,    2,731,619   26,407                                    
2007                                                                           
 Exercised during the     (150,000)   (1,035)                                   
 period                                                                         
 Balance at December 31,  2,581,619   25,372                                    
2007                                                                           
 Exercised during the     (1,190,000) (11,460)                                  
 period                                                                         
 Lapsed during the        (1,391,619) -                                         
period                                                                         
 Balance at September     -           13,912                                    
 30, 2008                                                                       
  Warrants                                                                      
Sep 30,   Dec 31,    Sep 30,    Dec 31,                             
            2008      2007       2008       2007                                
                                 $`000      $`000                               
  2008      -         2,431,619  -          3.55                                
Warrants                                                                      
  Series D  -         150,000    -          6.95                                
  Warrants                                                                      
  Total     -         2,581,619  -          3.75                                
The 2008 warrants expired on September 24, 2008.                                
Contingently issuable shares                                                    
Under the terms of the acquisition agreement for the Kyzylkum JV interest,      
Uranium One is obligated to issue 6,964,200 common shares of Uranium One upon   
commencement of commercial production from Kyzylkum.                            
The Corporation assumed all of the obligations of EMC and its subsidiaries      
arising under certain option and joint venture agreements with third parties.   
Uranium One has reserved a total of 1,971,100 common shares for issuance        
pursuant to the assumed obligations under contingent share rights agreements.   
15   INTEREST AND OTHER                                                         
                          3 months ended    9 months ended                      
                          Sep 30,  Sep 30,  Sep 30,  Sep                        
2008     2007     2008     30,                        
                                                     2007                       
                          $`000    $`000    $`000    $`000                      
  Interest income         2,650    5,806    8,539    11,153                     
Interest paid           (262)    (2,195)  (262)    (1,804                     
                                                     )                          
  Convertible debenture   (3,965)  (3,707)  (11,676  (7,090                     
  interest                                  )        )                          
Credit facility         (906)    -        (906)    -                          
  charges                                                                       
                          (2,483)  (96)     (4,305)  2,259                      
16   FOREIGN EXCHANGE (LOSSES) / GAINS                                          
A summary of the foreign exchange (losses) / gains by item is as follows:       
                          3 months ended    9 months ended                      
                          Sep 30,  Sep 30,  Sep 30,  Sep                        
                          2008     2007     2008     30,                        
2007                       
                          $`000    $`000    $`000    $`000                      
  Unrealized foreign      (2,725)  (2,009)  (1,416)  (16,78                     
  exchange loss on                                   6)                         
future income tax                                                             
  liability                                                                     
  Unrealized foreign      988      3,283    3,323    6,098                      
  exchange gain on other                                                        
items                                                                         
  Realized foreign        (1,072)  9,453    (4,902)  8,004                      
  exchange (loss) / gain                                                        
  on other items                                                                
(2,809)  10,727   (2,995)  (2,684                     
                                                     )                          
17   CASH FLOW INFORMATION                                                      
                          3 months ended    9 months ended                      
Sep 30,  Sep 30,  Sep 30, Sep                         
                          2008     2007     2008    30,                         
                                                    2007                        
                          $`000    $`000    $`000   $`000                       
Changes in non-cash                                                            
 working capital                                                                
 excluding business                                                             
 combinations:                                                                  
Decrease in accounts     3,290    27,227   5,091   49,722                      
 and other receivables                                                          
 (Increase) / decrease    (603)    -        16,810  -                           
 in prepaid expenses and                                                        
other                                                                          
 Increase  in             (924)    (9,476)  (5,300) (17,81                      
 inventories                                        7)                          
 Increase / (decrease)    1,654    (10,631  (20,542 (25,76                      
in accounts payable and           )        )       3)                          
 accrued liabilities                                                            
 Increase / (decrease)    5,576    (5,224)  8,356   1,077                       
 in income taxes payable                                                        
8,993    1,896    4,415   7,219                       
                                                                                
 Supplemental cash flow                                                         
 information                                                                    
Cash interest paid       -        -        3,267   3,201                       
 Cash tax paid            10,447   7,184    28,660  20,831                      
18   BASIC AND DILUTED WEIGHTED-AVERAGE NUMBER OF SHARES OUTSTANDING            
                         3 months ended     9 months ended                      
Sep 30,  Sep 30,   Sep 30,  Sep 30,                    
                         2008     2007      2008     2007                       
                         $`000    $`000     $`000    $`000                      
 Basic weighted-average  468,518  422,308   468,047  324,894                    
number of shares                                                               
 outstanding (`000)                                                             
 Effect of dilutive                                                             
 securities:                                                                    
-stock options          -        -         -        -                          
 -warrants               -        -         -        -                          
 Diluted weighted-       468,518  422,308   468,047  324,894                    
 average number of                                                              
shares outstanding                                                             
For the three and nine month periods ended September 30, 2008 and September     
30, 2007, convertible debentures, stock options, warrants and restricted        
shares were not included in the dilutive weighted average number of shares      
outstanding as they were anti-dilutive.                                         
19   CAPITAL DISCLOSURES                                                        
The Corporation`s objectives when managing capital are to:                      
(i)  Maintain a flexible capital structure which optimizes the cost of          
capital at acceptable risk;                                                 
(ii) Continue the development and exploration of its mineral properties; and    
(iii)     Support any expansion plans.                                          
In the management of capital, the Corporation includes shareholders` equity,    
long term debt, cash and the current portion of loans to joint ventures.        
The Corporation manages its capital structure and makes adjustments to it       
when the economic and risk conditions of the underlying assets require          
change.  In order to maintain or adjust the capital structure, the              
Corporation may issue new shares, issue new debt, and/or issue new debt to      
replace existing debt with different characteristics.  The Corporation has in   
place a rigorous planning and budgeting process to help determine the funds     
required to ensure the Corporation has the appropriate liquidity to meet its    
operating and growth objectives.                                                
The Corporation monitors the following ratios in this respect:  total debt to   
total capitalization and net debt to total capitalization.                      
The Corporation must maintain an interest coverage ratio of greater than 2.5    
to meet the credit facility`s debt covenants.  The interest coverage ratio is   
calculated as the ratio of the Corporation`s earnings before interest, taxes,   
share based compensation, depreciation and depletion and other non-cash items   
("EBITDA") to interest paid.                                                    
For periods ended                                                               
                                          Sep 30,   Dec 31,                     
                                          2008      2007                        
                                          $`000     $`000                       
Total debt (excluding future income tax  250,542   453,751                     
 liabilities)                                                                   
 Net debt (total debt less cash,                                                
 receivables, and current portion of                                            
loans                                                                          
 to joint ventures)                       69,850    190,974                     
 Total capitalization (total              1,201,06  3,682,90                    
 shareholders` equity)                    1         5                           

 Total debt as a percentage of            21%       12%                         
 shareholders` equity                                                           
 Net debt as a percentage of              6%        5%                          
shareholders` equity                                                           
                                                                                
 Credit facility:                                                               
 EBITDA (rolling 4 quarters)              110,104   91,905                      
Interest coverage ratio                  7.1       7.4                         
20   FINANCIAL INSTRUMENTS                                                      
The Corporation`s financial instruments primarily consist of cash, short-term   
money market investments, marketable securities, accounts receivable,           
accounts payable, loans to joint ventures and convertible debentures.  For      
cash, short-term money market investments, and current accounts receivable      
and payable, carrying value is considered to be a reasonable approximation of   
fair value due to the short term nature of these items.  The fair value of      
the convertible debentures represents the quoted market value.                  
 Convertible debentures                   Sep 30,   Dec 31,                     
                                          2008      2007                        
                                          $`000     $`000                       
Liability component                      135,560   136,548                     
 Equity component                         46,480    46,480                      
                                          182,040   183,028                     
                                                                                
Fair value                               118,630   145,888                     
The Corporation`s activities expose it to a variety of financial risks,         
including the effects of changes in debt and equity market prices, foreign      
currency exchange rates and interest rates.  The global nature of the           
Corporation`s business exposes the reported financial results and cash flows    
of operating segments to risks arising from fluctuations in exchange rates.     
The Corporation continuously monitors its exposure to risk.  The risk           
management carried out by the Corporation is approved by the Board of           
Directors.  The following describes the type of risks that the Corporation is   
exposed to and its objectives and policies for managing those risk exposures.   
(i)  Foreign exchange risk                                                      
The foreign exchange risk relates to the risk that the value of financial       
commitments, recognized assets or liabilities will fluctuate due to changes     
in foreign currency rates.                                                      
The most significant impact of foreign exchange on the Corporation`s net        
earnings and other comprehensive income is the translation of foreign           
operations into US dollars.  The effect of translating the financial            
statements of the entities that are determined to be integrated foreign         
operations are included in the consolidated statements of operations, and the   
effect of translating the financial statements of entities that are             
determined to be self-sustaining are included in other comprehensive income.    
The Corporation is also exposed to foreign exchange risk arising from:          
borrowings denominated in foreign currencies; and                               
firm commitments or highly probable forecasted transactions for receipts and    
payments settled in foreign currencies or with prices dependent on foreign      
currencies.                                                                     
The Corporation does not hedge its exposure to foreign currency exchange        
risk.                                                                           
20   FINANCIAL INSTRUMENTS (continued)                                          
(i)  Foreign exchange risk (continued)                                          
The Corporation is primarily exposed to foreign currency risk through the       
following assets and liabilities denominated in currencies other than US        
dollars:                                                                        
                Financial assets and liabilities                                
                                                                                
                Cash and     Accounts    Accounts    Convertibl                 
cash         receivabl   payable     e                          
                equivalents  e           and         debentures                 
                                         accrued                                
                                         liabilitie                             
s                                      
     September                                                                  
     30, 2008                                                                   
                                                                                

                $`000        $`000       $`000       $`000                      
     Canadian   4,101        3,638       3,907       135,560                    
     dollar                                                                     
South      15,604       7,666       25,276      -                          
     African                                                                    
     rand                                                                       
     Kazakhsta  26,328       50,930      15,693      -                          
n tenge                                                                    
     Australia  2,146        316         1,556       -                          
     n dollar                                                                   
                48,179       62,550      46,432      135,560                    
Non-financial assets                                  
                          and liabilities                                       
                                                                                
                          Mineral interest  Future                              
plant and          income tax                         
                          equipment         liabilities                         
                          (1)                                                   
     September 30, 2008                                                         

                                                                                
                          $`000             $`000                               
     Canadian dollar      -                 -                                   
South African rand   50,473            -                                   
     Kazakhstan tenge     -                 346,155                             
     Australian dollar    86,553            3,488                               
                          137,026           349,643                             
Financial assets and liabilities                        
     December 31, 2007  Cash and     Accounts    Accounts       Convertible     
                        cash         receivable  payable and    debentures      
                        equivalents              accrued                        
liabilities                    
                                                 $`000                          
                                                                                
                                                                                
$`000        $`000                      $`000           
     Canadian dollar    78,938       3,683       10,357         136,548         
     South African      1,330        9,606       33,168         -               
     rand                                                                       
Kazakhstan tenge   2,787        3,128       16,411         -               
     Australian dollar  24,966       558         5,540          -               
                        108,021      16,975      65,476         136,548         
                              Non-financial assets and                          
liabilities                                       
     December 31, 2007        Mineral       Future                              
                              interest      income tax                          
                              plant and     liabilities                         
equipment                                         
                              (1)                                               
                                                                                
                                                                                
$`000         $`000                               
     Canadian dollar          21,216        5,831                               
     South African rand       2,106,164     567,577                             
     Kazakhstan tenge         -             351,207                             
Australian dollar        300,038       69,039                              
                              2,427,418     993,654                             
(1)Only includes mineral interests, plant and equipment of self sustaining      
operations.                                                                     
The following table shows the effect on earnings and other comprehensive        
income after tax as at September 30, 2008 of a 10% appreciation or              
depreciation in the foreign currencies against the US dollar on the             
abovementioned financial and non-financial assets and liabilities of the        
Corporation.                                                                    
                                            Other                               
                                            comprehensive   Net                 
                                            income          earnings            
A 10% appreciation in all foreign       6,883           (27,924)            
    currencies against the US dollar,                                           
    with all other variables held                                               
    constant.                                                                   
A 10% depreciation in exchange rates would have the exact opposite effect on    
other comprehensive income and net earnings.                                    
20   FINANCIAL INSTRUMENTS (continued)                                          
(ii)      Credit risk                                                           
Credit risk is primarily associated with trade receivables; however, it also    
arises on cash equivalents.                                                     
The Corporation closely monitors its financial assets and does not have any     
significant concentration of credit risk.  The Corporation sells its products   
exclusively to organizations with strong credit ratings.  Cash and cash         
equivalents are held through large international financial institutions.        
Cash and cash equivalents are comprised of financial instruments issued by      
Canadian banks and companies with high investment-grade ratings.  These         
investments mature at various dates.                                            
The Corporation`s maximum exposure to credit risk at the balance sheet date     
is as follows:                                                                  
                                          Sep 30,  Dec 31,                      
2008     2007                         
                                          $`000    $`000                        
    Short-term money market instruments   30,718   12,059                       
    Accounts receivable                   65,195   73,538                       
Available for sale securities         1,420    21,257                       
                                          97,333   106,854                      
(iii)     Liquidity risk                                                        
The Corporation has a cash forecast and budgeting process in place to assist    
with the determination of funds required to support the Corporation`s           
operating requirements on an ongoing basis and its expansion plans.  The        
Corporation manages liquidity risk through the management of its capital        
structure and financial leverage as outlined in note 19.                        
The Corporation has established a credit facility as part of its liquidity      
risk management process (note 9).  The Corporation has made its first draw      
down against the facility in the amount of $65 million on October 20, 2008.     
A letter of credit amounting to $12.9 million was issued against the facility   
as part of the uranium concentrates loan (note 12).  The following table        
summarizes the contractual maturities of the Corporation`s significant          
financial liabilities and capital commitments:                                  
                  Less     1 to 3    4 to 5   After 5                           
than                                                          
                  1 year   years     years    years     Total                   
  Lease           887      4,343     1,566    1,692     8,488                   
  obligations                                                                   
Kyzylkum Long   -        19,200    10,568   -         29,768                  
  term debt                                                                     
  Capital         55,933   29,021    -        -         84,954                  
  commitments                                                                   
Asset           37       -         -        14,897    14,934                  
  retirement                                                                    
  obligations                                                                   
  Accounts        52,305   -         -        -         52,305                  
payable and                                                                   
  accrued                                                                       
  liabilities                                                                   
  Uranium         -        10,600    -        -         10,600                  
concentrates                                                                  
  loan (note 12)                                                                
  Convertible     -        146,457   -        -         146,457                 
  debentures                                                                    
109,162  209,621   12,134   16,589    347,506                 
The convertible debenture is convertible in cash or shares, and may not         
result in a cash outflow. The uranium concentrates loan requires settlement     
with uranium concentrates, and may not result in a cash outflow.                
20   FINANCIAL INSTRUMENTS (continued)                                          
The Corporation has interests in joint ventures, and is responsible for         
partial funding of these joint ventures pursuant to the terms of the joint      
venture agreements.  The Corporation does not bear direct liquidity risk for    
liquidity of these joint ventures.                                              
The Corporation is exposed to liquidity risk from fluctuating commodity         
prices with respect to repayment of the uranium concentrates loan.  On          
September 22, 2008, the Corporation entered into a loan agreement to borrow     
200,000 pounds of uranium concentrates to ensure timely delivery of certain     
sales commitments (note 12).  Under the terms of the loan agreement, the        
Corporation received 200,000 pounds of uranium concentrates into its account    
on September 30, 2008 and is required to repay 200,000 pounds of uranium        
concentrates on September 30, 2010.                                             
The Corporation will only be exposed to liquidity risk from fluctuating         
commodity prices when it does not have 200,000 pounds of uranium concentrates   
available to repay the loan at any time up to September 30, 2010.  As the       
market value of the liability to repay 200,000 pounds of uranium concentrates   
fluctuates based on commodity prices, so will the market value of the 200,000   
pounds of uranium concentrates held available for repayment under this loan     
agreement.  As a result, the 200,000 pounds uranium concentrates asset and      
liability will have the exact opposite effect from commodity price              
fluctuations.                                                                   
A 10% change in commodity prices, should the Corporation be exposed, would      
impact the Corporation`s liquidity risk, due to the uranium concentrates loan   
(note 12), as follows:                                                          
                                            Sep 30,    Sep 30,                  
                                            2008       2007                     
                                            $`000      $`000                    
A 10% appreciation in commodity                                             
    prices, with all other                                                      
    variables held constant                 1,290      -                        
A 10% depreciation in the commodity price would have the exact opposite         
effect on net earnings.                                                         
(iv) Interest rate risk                                                         
The Corporation is exposed to interest rate risk on its outstanding             
borrowings and short-term investments.  The only outstanding interest-bearing   
borrowings as at September 30, 2008 are the loan facility obtained by           
Kyzylkum (note 5.1) which bears interest at floating rates, and the             
convertible debentures, with a fixed interest rate.                             
Draw downs under the Corporation`s credit facility (note 9) can be made at      
interest rates based on either the US dollar LIBOR rate or the Bank of          
Montreal base rate for US dollar denominated loans.  The margin on LIBOR        
loans is between 1.25% and 2.00% per annum and between 0.25% and 1.00% per      
annum on US base rate loans.                                                    
A 100 basis point change in the interest rate would impact the Corporation`s    
net earnings as follows:                                                        
                                            Sep 30,    Dec 31,                  
                                            2008       2007                     
$`000      $`000                    
    A 100 basis point appreciation in                                           
    interest rates, with all other                                              
    variables                                                                   
held constant                           216        40                       
A 100 basis point depreciation in the interest rate would have the exact        
opposite effect on net earnings.                                                
(v)  Commodity price risk                                                       
The Corporation is exposed to price risk with respect to commodity prices.      
The Corporation does not hedge its exposure to price risk, other than having    
market related pricing structures in the long term sales contracts which the    
Corporation has entered into.  Increases in uranium prices would have a         
positive impact on profitability given that the majority of the Corporation`s   
sales contracts are priced based on market values for uranium.                  
A 10% change in commodity prices would impact the Corporation`s net earnings    
as follows:                                                                     
Sep 30,    Sep 30,                  
                                            2008       2007                     
                                            $`000      $`000                    
    A 10% appreciation in commodity                                             
prices, with all other                                                      
    variables held constant                 12,863     7,301                    
A 10% depreciation in the commodity price would have the exact opposite         
effect on net earnings.                                                         
21   SEGMENTED INFORMATION                                                      
    The Corporation`s reportable operating segments are summarized in the       
    table below:                                                                
For the three months ended September 30, 2008: (in $`000)                       
Country      Revenues      Operating    Depreciation             
                                          expenses     and depletion            
                            $`000         $`000        $`000                    
  Akdala       Kazakhstan   56,723        (11,793)     (8,305)                  
Uranium                                                                       
  Mine                                                                          
  South Inkai  Kazakhstan   -             -            -                        
  Uranium                                                                       
Project                                                                       
  Kharasan     Kazakhstan   -             -            -                        
  Uranium                                                                       
  Project                                                                       
Dominion     South        -             -            -                        
  Uranium      Africa                                                           
  Project (1)                                                                   
  United       United       -             -            -                        
States       States                                                           
  development                                                                   
  projects                                                                      
  United       United       -             -            -                        
States       States                                                           
  exploration                                                                   
  projects                                                                      
  (1)                                                                           
Hobson       United       -             -            -                        
  Facility     States                                                           
  and La                                                                        
  Palangana                                                                     
Project (1)                                                                   
  United       United       -             -            -                        
  States       States                                                           
  conventiona                                                                   
l mining                                                                      
  projects(1)                                                                   
  (2)                                                                           
  Honeymoon    Australia    -             -            -                        
Uranium                                                                       
  Project                                                                       
  (1)                                                                           
  Corporate                 -             -            -                        
and other                                                                     
  (1)                                                                           
  Total                     56,723        (11,793)     (8,305)                  
               Country      Exploration   Net          Capital                  
expense       earnings/    expenditure              
                                          (loss) from                           
                                          continuing                            
                                          operations                            
$`000         $`000        $`000                    
  Akdala       Kazakhstan   -             23,707       1,279                    
  Uranium                                                                       
  Mine                                                                          
South Inkai  Kazakhstan   -             (768)        9,273                    
  Uranium                                                                       
  Project                                                                       
  Kharasan     Kazakhstan   -             4,285        4,204                    
Uranium                                                                       
  Project                                                                       
  Dominion     South        (433)         (1,313,549)  39,128                   
  Uranium      Africa                                                           
Project (1)                                                                   
  United       United       -             -            1,938                    
  States       States                                                           
  development                                                                   
projects                                                                      
  United       United       (3,183)       (445,582)    446                      
  States       States                                                           
  exploration                                                                   
projects                                                                      
  (1)                                                                           
  Hobson       United       -             (64,359)     5,319                    
  Facility     States                                                           
and La                                                                        
  Palangana                                                                     
  Project (1)                                                                   
  United       United       -             (49,071)     662                      
States       States                                                           
  conventiona                                                                   
  l mining                                                                      
  projects(1)                                                                   
(2)                                                                           
  Honeymoon    Australia    (701)         (136,447)    1,471                    
  Uranium                                                                       
  Project                                                                       
(1)                                                                           
  Corporate                 (1,071)       (31,900)     113                      
  and other                                                                     
  (1)                                                                           
Total                     (5,388)       (2,013,684)  63,833                   
(1)Refer note 7.1                                                               
(2)Previously Shootaring Canyon Mill                                            
For the nine months ended September 30, 2008: (in $`000)                        
Country        Revenues    Operating      Depreciation         
                                            expenses       and                  
                                                           depletion            
                                $`000       $`000          $`000                
Akdala         Kazakhstan     128,630     (24,572)       (18,196)             
  Uranium Mine                                                                  
  South Inkai    Kazakhstan     -           -              -                    
  Uranium                                                                       
Project                                                                       
  Kharasan       Kazakhstan     -           -              -                    
  Uranium                                                                       
  Project                                                                       
Dominion       South Africa   -           -              -                    
  Uranium                                                                       
  Project                                                                       
  United States  United States  -           -              -                    
development                                                                   
  projects                                                                      
  United States  United States  -           -              -                    
  exploration                                                                   
projects                                                                      
  Hobson         United States  -           -              -                    
  Facility and                                                                  
  La Palangana                                                                  
Project                                                                       
  United States  United States  -           -              -                    
  conventional                                                                  
  mining                                                                        
projects(1)                                                                   
  Honeymoon      Australia      -           -              -                    
  Uranium                                                                       
  Project                                                                       
Corporate and                 -           -              -                    
  other                                                                         
  Total                         128,630     (24,572)       (18,196)             
                 Country        Explorati  Net earnings/   Capital              
on         (loss) from     expenditure          
                                expense    continuing                           
                                           operations                           
                                $`000      $`000           $`000                
Akdala         Kazakhstan     -          50,124          6,839                
  Uranium Mine                                                                  
  South Inkai    Kazakhstan     -          391             28,175               
  Uranium                                                                       
Project                                                                       
  Kharasan       Kazakhstan     -          5,213           16,204               
  Uranium                                                                       
  Project                                                                       
Dominion       South Africa   (973)      (1,315,363)     95,033               
  Uranium                                                                       
  Project                                                                       
  United States  United States  -          (57)            7,581                
development                                                                   
  projects                                                                      
  United States  United States  (4,997)    (447,467)       669                  
  exploration                                                                   
projects                                                                      
  Hobson         United States  -          (64,365)        13,375               
  Facility and                                                                  
  La Palangana                                                                  
Project                                                                       
  United States  United States  (11)       (49,379)        3,511                
  conventional                                                                  
  mining                                                                        
projects(1)                                                                   
  Honeymoon      Australia      (2,229)    (139,375)       12,651               
  Uranium                                                                       
  Project                                                                       
Corporate and                 (3,893)    (131,914)       2,232                
  other                                                                         
  Total                         (12,103)   (2,092,192)     186,270              
(1) Previously Shootaring Canyon Mill                                           
21   SEGMENTED INFORMATION (continued)                                          
For the three months ended September 30, 2007: (in $`000)                       
               Country      Revenues      Operating    Depreciatio              
                                          expenses     n                        
and                     
                                                       depletion                
                            $`000         $`000        $`000                    
  Akdala       Kazakhstan   8,019         (660)        (1,058)                  
Uranium                                                                       
  Mine                                                                          
  South Inkai  Kazakhstan   -             -            -                        
  Uranium                                                                       
Project                                                                       
  Kharasan     Kazakhstan   -             -            -                        
  Uranium                                                                       
  Project                                                                       
Dominion     South        -             -            -                        
  Uranium      Africa                                                           
  Project                                                                       
  United       United       -             -            -                        
States       States                                                           
  development                                                                   
  projects                                                                      
  United       United       -             -            -                        
States       States                                                           
  exploration                                                                   
  projects                                                                      
  Hobson       United       -             -            -                        
Facility     States                                                           
  and La                                                                        
  Palangana                                                                     
  Project                                                                       
United       United       -             -            -                        
  States       States                                                           
  conventiona                                                                   
  l mining                                                                      
projects(1)                                                                   
  Honeymoon    Australia    -             -            -                        
  Uranium                                                                       
  Project                                                                       
Corporate                 -             -            -                        
  and other                                                                     
  Total                     8,019         (660)        (1,058)                  
                 Country       Exploration  Net earnings/  Capital              
expense      (loss) from    expenditure          
                                            continuing                          
                                            operations                          
                               $`000        $`000          $`000                
Akdala         Kazakhstan    -            1,998          769                  
  Uranium Mine                                                                  
  South Inkai    Kazakhstan    -            (3)            11,491               
  Uranium                                                                       
Project                                                                       
  Kharasan       Kazakhstan    -            888            7,463                
  Uranium                                                                       
  Project                                                                       
Dominion       South Africa  (167)        (150)          49,041               
  Uranium                                                                       
  Project                                                                       
  United States  United        -            -              -                    
development    States                                                         
  projects                                                                      
  United States  United        (2,261)      (4,875)        381                  
  exploration    States                                                         
projects                                                                      
  Hobson         United        -            (2,636)        3,073                
  Facility and   States                                                         
  La Palangana                                                                  
Project                                                                       
  United States  United        (23)         (536)          5                    
  conventional   States                                                         
  mining                                                                        
projects(1)                                                                   
  Honeymoon      Australia     (491)        (906)          6,102                
  Uranium                                                                       
  Project                                                                       
Corporate and                (1,871)      (10,760)       2,475                
  other                                                                         
  Total                        (4,813)      (16,980)       80,800               
(1)Previously Shootaring Canyon Mill                                            
For the nine months ended September 30, 2007: (in $`000)                        
                 Country     Revenues         Operating     Depreciation        
                                              expenses       and depletion      
                             $`000            $`000         $`000               
Akdala         Kazakhstan  73,014           (9,761)       (7,933)             
  Uranium Mine                                                                  
  South Inkai    Kazakhstan  -                -             -                   
  Uranium                                                                       
Project                                                                       
  Kharasan       Kazakhstan  -                -             -                   
  Uranium                                                                       
  Project                                                                       
Dominion       South                                                          
  Uranium        Africa                                                         
  Project                                                                       
  United States  United      -                -             -                   
development    States                                                         
  projects                                                                      
  United States  United      -                -             -                   
  exploration    States                                                         
projects                                                                      
  Hobson         United      -                -             -                   
  Facility and   States                                                         
  La Palangana                                                                  
Project                                                                       
  United States  United      -                -             -                   
  conventional   States                                                         
  mining                                                                        
projects(1)                                                                   
  Honeymoon      Australia   -                -             -                   
  Uranium                                                                       
  Project                                                                       
Corporate and              -                -             -                   
  other                                                                         
  Total                      73,014           (9,761)       (7,933)             
                  Country         Explorati   Net earnings/  Capital            
on          (loss) from    expenditure        
                                  expense     continuing                        
                                              operations                        
                                  $`000       $`000          $`000              
Akdala Uranium  Kazakhstan      -           26,060         4,211              
  Mine                                                                          
  South Inkai     Kazakhstan      -           123            30,504             
  Uranium                                                                       
Project                                                                       
  Kharasan        Kazakhstan      -           (1,141)        14,649             
  Uranium                                                                       
  Project                                                                       
Dominion        South Africa    (520)       247            88,601             
  Uranium                                                                       
  Project                                                                       
  United States   United States   -           -              -                  
development                                                                   
  projects                                                                      
  United States   United States   (3,229)     (26,743)       381                
  exploration                                                                   
projects                                                                      
  Hobson          United States   -           (2,636)        3,073              
  Facility and                                                                  
  La Palangana                                                                  
Project                                                                       
  United States   United States   (31)        (850)          5                  
  conventional                                                                  
  mining                                                                        
projects(1)                                                                   
  Honeymoon       Australia       (909)       (1,804)        11,554             
  Uranium                                                                       
  Project                                                                       
Corporate and                   (5,947)     (15,373)       10,982             
  other                                                                         
  Total                           (10,636)    (22,117)       163,960            
(1) Previously Shootaring Canyon Mill                                           
21   SEGMENTED INFORMATION (continued)                                          
As at September 30, 2008: (in $`000)                                            
                                   Mineral                                      
                                   interest                                     
plant and       Total                        
                  Country          equipment       assets                       
                                   $`000           $`000                        
  Akdala Uranium  Kazakhstan       195,818         234,160                      
Mine                                                                          
  South Inkai     Kazakhstan       490,880         495,406                      
  Uranium Project                                                               
  Kharasan        Kazakhstan       195,579         200,326                      
Uranium Project                                                               
  Dominion        South Africa     50,473          64,610                       
  Uranium Project                                                               
  United States   United States    306,712         306,712                      
development                                                                   
  projects                                                                      
  United States   United States    255,974         258,764                      
  exploration                                                                   
projects                                                                      
  Hobson Facility United States    20,240          22,043                       
  and La                                                                        
  Palangana                                                                     
Project                                                                       
  United States   United States    51,294          65,320                       
  conventional                                                                  
  mining                                                                        
projects(1)                                                                   
  Honeymoon       Australia        86,553          87,324                       
  Uranium Project                                                               
  Corporate and                    26,067          228,770                      
other                                                                         
  Total                            1,679,590       1,963,435                    
                                   Future                                       
                                   income tax      Total                        
Country          liabilities     liabilities                  
                                   $`000           $`000                        
  Akdala Uranium  Kazakhstan       67,480          81,051                       
  Mine                                                                          
South Inkai     Kazakhstan       205,892         211,992                      
  Uranium Project                                                               
  Kharasan        Kazakhstan       72,783          109,071                      
  Uranium Project                                                               
Dominion        South Africa     -               29,092                       
  Uranium Project                                                               
  United States   United States    90,479          91,506                       
  development                                                                   
projects                                                                      
  United States   United States    85,574          86,283                       
  exploration                                                                   
  projects                                                                      
Hobson Facility United States    -               3,147                        
  and La                                                                        
  Palangana                                                                     
  Project                                                                       
United States   United States    18,613          21,437                       
  conventional                                                                  
  mining                                                                        
  projects(1)                                                                   
Honeymoon       Australia        3,487           5,058                        
  Uranium Project                                                               
  Corporate and                    -               156,078                      
  other                                                                         
Total                            544,308         794,715                      
(1)Previously Shootaring Canyon Mill                                            
As at December 31, 2007: (in $`000)                                             
                                   Mineral                                      
interest                                     
                                   plant and       Total                        
                  Country          equipment       assets                       
                                   $`000           $`000                        
Akdala Uranium  Kazakhstan       201,566         266,240                      
  Mine                                                                          
  South Inkai     Kazakhstan       454,019         457,510                      
  Uranium Project                                                               
Kharasan        Kazakhstan       175,914         184,283                      
  Uranium Project                                                               
  Dominion        South Africa     2,106,164       2,111,565                    
  Uranium Project                                                               
United States   United States    285,838         285,838                      
  development                                                                   
  projects                                                                      
  United States   United States    1,074,415       1,079,794                    
exploration                                                                   
  projects                                                                      
  Hobson Facility United States    90,372          91,879                       
  and La                                                                        
Palangana                                                                     
  Project                                                                       
  United States   United States    97,623          112,894                      
  conventional                                                                  
mining                                                                        
  projects(1)                                                                   
  Honeymoon       Australia        300,038         300,043                      
  Uranium Project                                                               
Corporate and                    41,404          341,251                      
  other                                                                         
  Total                            4,827,353       5,231,297                    
                                  Future                                        
income tax       Total                        
                  Country         liabilities      liabilities                  
                                  $`000            $`000                        
  Akdala Uranium  Kazakhstan      73,623           94,710                       
Mine                                                                          
  South Inkai     Kazakhstan      205,053          207,461                      
  Uranium                                                                       
  Project                                                                       
Kharasan        Kazakhstan      72,486           92,422                       
  Uranium                                                                       
  Project                                                                       
  Dominion        South Africa    567,577          598,102                      
Uranium                                                                       
  Project                                                                       
  United States   United States   90,517           92,187                       
  development                                                                   
projects                                                                      
  United States   United States   370,229          374,210                      
  exploration                                                                   
  projects                                                                      
Hobson          United States   19,729           22,639                       
  Facility and                                                                  
  La Palangana                                                                  
  Project                                                                       
United States   United States   18,613           21,186                       
  conventional                                                                  
  mining                                                                        
  projects(1)                                                                   
Honeymoon       Australia       69,040           86,613                       
  Uranium                                                                       
  Project                                                                       
  Corporate and                   9,193            152,072                      
other                                                                         
  Total                           1,496,060        1,741,602                    
(1)Previously Shootaring Canyon Mill                                            
22   SUBSEQUENT EVENTS                                                          
Material transactions occurring subsequent to September 30, 2008, are           
described in notes 7.1 and 20 (iii).                                            
Nedbank Capital                                                                 
14 November 2008                                                                
Date: 14/11/2008 14:00:01 Produced by the JSE SENS Department.                  
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