ASSET PURCHASE AGREEMENT Between Northwestern Mineral Ventures Inc. and Uramin Inc. and Niger Uranium Limited Dated as of July 17, 2007

1.01

Definitions.

(a)

“Agreement” means this agreement and all amendments hereto entered into in accordance with Section 1.07; “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement and the schedules hereto and not to any particular article, section or other part of this Agreement; and “Article”, “Section” or “Schedule” mean and refer to the specified article, section or schedule of this Agreement;

(b)

“Approvals” means all Regulatory Consents and any consents or approvals of any Non-Parties required to complete the transactions contemplated by this Agreement, which consents are listed at Schedule 3.01(d), with respect to Northwestern, and Schedule 3.02(d), with respect to UraMin;

(c)

“Assumed Obligations” has the meaning set out in Section 2.05;

(d)

“Books and Records” means all records (whether or not recorded on computer or computer related media) of Northwestern or UraMin, as applicable, in their possession or control relating specifically to the Mineral Properties and the Assumed Obligations including, without limitation, all surveys, plans or specifications, contracts, documents, technical information and data, maps, surveys, drill core samples and assays and maintenance and repair records relating to the Real Property, but not including any business, financial, accounting or tax records of either of Northwestern or UraMin;

(e)

“Business Day” means any day, other than a Saturday or a Sunday or a statutory or civic holiday in either London, England or Toronto, Ontario;

(f)

“Claim” means a claim for any Loss incurred or suffered by a person asserting such claim;

(g)

“Closing Date” has the meaning set out in Section 6.01;

(h)

“Closing Documents” means any documents and other deliveries required to be delivered at the Closing Time pursuant to this Agreement which shall include, without limitation, such officer’s certificates and instruments of conveyance as may be prescribed by this Agreement or as are customary in transactions of the nature contemplated herein, and such other documents as the Parties may reasonably deem to be necessary or advisable;

(i)

“Closing” means the completion of the transactions contemplated hereby in accordance with the terms of this Agreement;

(j)

“Closing Time” means 10:00 am. (Toronto time) on the Closing Date, or such other time on the Closing Date as the Parties may agree as the time at which the Closing shall take place;

(k)

“Direct Claim” has the meaning set out in Section 7.04(a);

(l)

“Encumbrance” means any encumbrance, lien, mortgage, charge, hypothec, pledge or security interest;

(m)

“Excluded Assets” means all assets, property and undertaking of Northwestern and/or UraMin other than the Northwestern Assets and the UraMin Assets;

(n)

“Fixed Equipment” means all mine site or process site fixed machinery and equipment, ▇▇▇▇▇, plant, pumps, mill parts, hoists, effluent treatment facilities and other fixed equipment, which are situated in, on or under the Real Property;

(o)

“Former Activities” means all manner of mining and mining exploration operations carried on, at or under the Mineral Properties prior to the Closing Date and all activities of any nature reasonably ancillary thereto, including, without limitation, mining, milling and mineral exploration activities;

(p)

“Governmental Authority” means any federal, provincial or municipal government and includes any governmental agency, department, ministry, authority, tribunal, commission or official, and includes any court, stock exchange and securities commission, having jurisdiction;

(q)

“Governmental Interest” means any (i) royalty, (ii) retained interest, or (iii) participating interest on production affecting title to the Real Property or any minerals therein or any mineral production therefrom and held by a Governmental Authority;

(r)

“Future Environmental Liabilities” has the meaning set out in Section 4.03;

(s)

“Heads of Terms” has the meaning set forth in the recitals of this Agreement;

(t)

“Indemnified Party” means a person entitled to indemnification from one of the Parties under the terms of this Agreement;

(u)

“Indemnifying Party” means a Party required to make indemnification to any person under the terms of this Agreement;

(v)

“Leases” means all mining leases of premises comprising the Mineral Properties granted by a Governmental Authority, and all benefits, rights and options pursuant to such leases and all leasehold improvements forming part thereof;

(w)

“Losses”, in respect of any matter, means any and all costs, expenses, penalties, fines, losses, (except loss of profits) damages, liabilities and deficiencies (including, without limitation, all amounts paid in settlement, all interest and penalties and all legal and other professional fees and disbursements, including those incurred in defending any claim) arising directly or indirectly as a consequence of such matter;

(x)

“Mineral Properties” means the Northwestern Properties and the UraMin Properties;

(y)

“Mining Rights” means all contracts, deeds, grants, conveyances and other documents and rights giving rise to or creating the Real Property, including the Leases, in favour of a person;

(z)

“Net Smelter Returns” means the actual proceeds received from any independent custom smelter, mill, mint or other purchaser for the sale of all minerals, metals or concentrates extracted and derived from the ore mined and removed from the applicable Mineral Property, after deducting therefrom all charges and costs for smelting and refining including the cost of transportation (to the smelter and thereafter to the mint), insurance premiums, sampling and assaying charges incurred after the minerals, metals or concentrates have left the said Mineral Property and all appropriate mint charges, provided such charges and costs are payable out of the proceeds received or shown as deductions therefrom. For greater certainty, there shall not be deducted therefrom any charges or costs related to the mining, milling (whether on site or at a custom mill) or production of product resulting from the minerals, metals or concentrates. Net Smelter Returns shall also be exigible on all bulk samples and production where any proceeds are received from any independent custom smelter, mill, mint or other purchaser.

(aa)

“Non-Party” means any person other than any Party;

(bb)

“Non-Party Claim” has the meaning set out in Section 7.04(a);

(cc)

“Northwestern” means Northwestern Mineral Ventures Inc., a corporation existing under the laws of the Province of Ontario;

(dd)

“Northwestern Assets” means the assets listed at Schedule 1.01(dd), the Northwestern Properties and the Mining Rights, Real Property, Leases, Permits and Books and Records, forming part thereof or related thereto;

(ee)

“Northwestern Governmental Interest” means Governmental Interests affecting the Northwestern Properties;

(ff)

“Northwestern Payment” has the meaning set out in Section 2.04(a)(i)(1);

(gg)

“Northwestern Properties” means mineral properties located in the Republic of Niger which comprise various mining conventions and are commonly known as the Irhazer and In Gall properties, which are more particularly described in Schedule 1.01(gg);

(hh)

“Northwestern Royalty” has the meaning set out in Section 2.04(b)(i);

(ii)

“Northwestern Shares” has the meaning set out in Section 2.04(a)(i)(2);

(jj)

“Notice of Claim” has the meaning set out in Section 7.04(a);

(kk)

“Parties” means Northwestern, UraMin and the Project Company and “Party” means any of Northwestern, UraMin or the Project Company as the context requires;

(ll)

“Permits” means the benefit of any permits, licences, approvals and authorizations that a person holds and which are required to own and operate the Purchased Assets;

(mm)

“Products” has the meaning set out in Section 2.04(b)(i);

(nn)

“Project Company” means Niger Uranium Limited, a company incorporated pursuant to the laws of the British Virgin Islands;

(oo)

“Purchased Assets” means the Northwestern Assets and the UraMin Assets;

(pp)

“Real Property” means all of the real property that comprises the Mineral Properties, including, without limitation, the freehold and leasehold mining claims, concessions, and all easements and rights of way related thereto and all plant, buildings, structures, headframes, improvements, appurtenances, fixtures (including fixed machinery and fixed equipment), bore holes, pits and shafts located thereon or thereunder or forming part thereof;

(qq)

“Regulatory Consents” means all authorizations, clearances, consents, orders and approvals required to be obtained from any Governmental Authority in connection with the completion of the transactions contemplated hereby, which consents are listed at Schedule 3.0l(d), with respect to Northwestern, and Schedule 3.02(d), with respect to UraMin;

(rr)

“Royalties” means the Northwestern Royalty and the UraMin Royalty;

(ss)

“Shares” means the Northwestern Shares and the UraMin Shares;

(tt)

“UraMin” means Uramin Inc., a company existing under the laws of the British Virgin Islands;

(uu)

“Transfer Date” has the meaning set out in Section 4.02(a);

(vv)

“UraMin Assets” means the UraMin Properties and the Mining Rights, Real Property, Leases, Permits and Books and Records, forming part thereof or related thereto;

(ww)

“UraMin Governmental Interest” means Governmental Interests affecting the UraMin Properties;

(xx)

“UraMin Payment” has the meaning set out in Section 2.02;

(yy)

“UraMin Properties” means various mining conventions and are commonly known as the Kamas 1 to 4 properties located in the ▇▇▇ Mersoi basin and the Dabala 3 and 4 properties, which are more particularly described in Schedule 1.01(yy);

(zz)

“UraMin Royalty” has the meaning set out in Section 2.04(b)(ii); and

(aaa)

“UraMin Shares” has the meaning set out in Section 2.04(a)(ii)(1).

Schedule 1.01(dd)

-

Northwestern Assets

Schedule 1.01(gg)

-

Northwestern Properties

Schedule 1.01(yy)

-

UraMin Properties

Schedule 2.05

-

Assumed Obligations

Schedule 3.01(d)

-

Northwestern Regulatory Consents and other Approvals

Schedule 3.02(d)

-

UraMin Regulatory Consents and other Approvals

(a)

Northwestern covenants and agrees to sell, assign and transfer to the Project Company, or to a wholly-owned subsidiary thereof, and the Project Company covenants and agrees to purchase, either directly or through a wholly-owned subsidiary thereof, all of Northwestern’s right, title and interest in and to the Northwestern Assets at the Closing Time; and

(b)

UraMin covenants and agrees to sell, assign and transfer to the Project Company, or to a wholly-owned subsidiary thereof, and the Project Company covenants and agrees to purchase, either directly or through a wholly-owned subsidiary thereof, all of UraMin’s right, title and interest in and to the UraMin Assets at the Closing Time,

(a)

The consideration deliverable by the Project Company to Northwestern and UraMin for the Purchased Assets (the “Purchase Price”) at the Closing Time shall be as follows:

(i)

to Northwestern in consideration of the Northwestern Assets:

(1)

payment of the sum of CDN$4,800,000.00, by delivery of a certified cheque, bank draft or wire transfer to Northwestern at the Closing Time (the “Northwestern Payment”) at the Closing Time;

(2)

the issuance of 31,955,000 shares in the capital of the Project Company (the “Northwestern Shares”) at the Closing Time; and

(3)

the grant of the Northwestern Royalty to Northwestern at the Closing Time.

(ii)

to UraMin in consideration of the UraMin Assets and the UraMin Payment:

(1)

the issuance of 31,945,000 shares in the capital of the Project Company (the “UraMin Shares”) at the Closing Time; and

(2)

the grant of the UraMin Royalty to UraMin at the Closing Time.

(b)

The Royalties shall be as follows:

(i)

The Project Company covenants and agrees to pay to Northwestern, a royalty equal to 3% per annum of annual Net Smelter Returns in cash from production of any uranium or other ores, minerals and mineral resources (the “Products”) from the Northwestern Properties (the “Northwestern Royalty”), calculated based upon and payable within 60 days of the end of each calendar year during which any Northwestern Property is in commercial production for the whole or any portion of such year. The Project Company shall have at any time the right to reduce the Northwestern Royalty:

(1)

to 2% of Net Smelter Returns from production of any Products from the Northwestern Properties upon payment to Northwestern of US$3 million; and

(2)

to 1% of Net Smelter Returns from production of any Products from the Northwestern Properties upon payment to Northwestern of a further US$5 million.

(ii)

The Project Company covenants and agrees to pay to UraMin, a royalty equal to 3% per annum of annual Net Smelter Returns in cash from production of Products from the UraMin Properties (the “UraMin Royalty”), calculated based upon and payable within 60 days of the end of each calendar year during which any UraMin Property is in commercial production for the whole or any portion of such year. The Project Company shall have at any time the right to reduce the UraMin Royalty:

(1)

to 2% of Net Smelter Returns from production of any Products from the UraMin Properties upon payment to UraMin of US$3 million; and

(2)

to 1% of Net Smelter Returns from production of any Products from the UraMin Properties upon payment to UraMin of a further US$5 million.

(a)

Corporate Existence. Northwestern is a corporation incorporated and existing under the laws of the Province of Ontario and has the corporate power and capacity to own or lease its interest in and to the Northwestern Assets and to execute and deliver this Agreement and perform its obligations hereunder.

(b)

Authorization. This Agreement has been duly authorized, executed and delivered by Northwestern and is a legal, valid and binding obligation of Northwestern, enforceable by each of the Project Company and UraMin against Northwestern in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be

(c)

No Conflict. The execution and delivery of this Agreement by Northwestern and the consummation by Northwestern of the transactions contemplated hereby will not violate:

(i)

any provision of the articles or by-laws or any resolution of the board of directors (or any committee thereof) or any resolution of the shareholders of Northwestern;

(ii)

any statute, regulation or other law to which Northwestern is subject, a violation of which would prevent Northwestern from consummating the transaction contemplated hereby:

(iii)

any judgment, decree, order or award of any court or Governmental Authority, a violation of which would prevent Northwestern from consummating the transactions contemplated hereby; and

(iv)

subject to obtaining the Regulatory Consents, any provision of any contract, agreement or other instrument to which Northwestern is a party, a violation of which would prevent Northwestern from consummating the transactions contemplated hereby;

(d)

Consents and Approvals. There is no requirement (contractual or otherwise) to obtain the Approval of any person in connection with the completion of the transactions contemplated herein, other than the Regulatory Consents and other Approvals listed at Schedule 3.01(d).

(e)

Rights. No person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement for the purchase or other acquisition from Northwestern of its interest in the Northwestern Assets.

(f)

Right and Title to Assets. Northwestern is the beneficial owner of an undivided 100% interest in the Northwestern Assets, free and clear of all Encumbrances other than the Northwestern Governmental Interest. Northwestern has, and, at the Closing Time, Northwestern will have, the full legal right, power and authority to sell, assign and transfer its right, title and interest in and to the Northwestern Assets to the Project Company, or to a wholly-owned subsidiary thereof, on the basis contemplated herein.

(g)

Permits, Licenses and Mining Rights. Northwestern has not received any notice of default or termination under any Permits, Leases or Mining Rights, the termination of which could reasonably be expected to have a material adverse effect or to constitute a material adverse change in respect of the Northwestern Assets and, to the knowledge of Northwestern, there exists no state of facts which, after notice or lapse of time or both, would constitute such a material default or breach or would give rise to a right of termination, revocation, suspension, cancellation, prevent the renewal of or limit any such Permit, Lease or Mining Right with respect to the Northwestern Assets.

(h)

Northwestern Properties. The Northwestern Properties are accurately described in Schedule 1.01(gg), are presently in good standing under the laws of Niger and are free and clear of all Encumbrances other than the Northwestern Governmental Interest. All amounts required to be paid to keep the Northwestern Properties in good standing to the Closing Time have been paid.

(i)

Activities. No person has initiated in writing to Northwestern or, to the knowledge of Northwestern, threatened any proceedings for actions taken or not taken on, or in connection with, past or present activities of Northwestern in respect of the Northwestern Assets.

(j)

Litigation. Northwestern has received no notice and, to the knowledge of Northwestern, there are no actions, suits or proceedings, judicial or administrative, pending or threatened, by or against or affecting Northwestern which relate to the Northwestern Assets, at law or in equity, or before or by any court or any Governmental Authority.

(k)

Royalty Contracts. To Northwestern’s knowledge, no royalty or other fee is required to be paid to any person in connection with the operation or production of the Northwestern Properties except for the Northwestern Governmental Interest and as set out in this Agreement.

(a)

Corporate Existence. UraMin is a company incorporated and existing under the laws of the British Virgin Islands and has the corporate power and capacity to own or lease its interest in and to the UraMin Assets and to execute and deliver this Agreement and perform its obligations hereunder.

(b)

Authorization. This Agreement has been duly authorized, executed and delivered by UraMin and is a legal, valid and binding obligation of UraMin, enforceable by each of the Project Company and Northwestern against UraMin in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction, and no other corporate proceedings or approvals on the part of UraMin are necessary to authorize this Agreement.

(c)

No Conflict. The execution and delivery of this Agreement by UraMin and the consummation by UraMin of the transactions contemplated hereby will not violate:

(i)

any provision of the memorandum and articles of association of UraMin or any resolution of the shareholders of UraMin;

(ii)

any statute, regulation or other law to which UraMin is subject, a violation of which would prevent UraMin from consummating the transaction contemplated hereby;

(iii)

any judgment, decree, order or award of any court or Governmental Authority, a violation of which would prevent UraMin from consummating the transactions contemplated hereby; and

(iv)

subject to obtaining the Regulatory Consents, any provision of any contract, agreement or other instrument to which UraMin is a party, a violation of which would prevent UraMin from consummating the transactions contemplated hereby.

(d)

Consents and Approvals. There is no requirement (contractual or otherwise) to obtain the Approval of any person in connection with the completion of the transactions contemplated herein, other than the Regulatory Consents and other Approvals listed at Schedule 3.02(d).

(e)

Rights. No person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement for the purchase or other acquisition from UraMin of its interest in the UraMin Assets.

(f)

Right and Title to Assets. UraMin is the beneficial owner of an undivided 100% interest in the UraMin Assets, free and clear of all Encumbrances other than the UraMin Governmental Interest. UraMin has, and, at the Closing Time, UraMin will have, the full legal right, power and authority to sell, assign and transfer its right, title and interest in and to the UraMin Assets to the Project Company, or to a wholly-owned subsidiary thereof, on the basis contemplated herein.

(g)

Permits, Licenses and Mining Rights. UraMin has not received any notice of default or termination under any Permits, Leases or Mining Rights, the termination of which could reasonably be expected to have a material adverse effect or to constitute a material adverse change in respect of the UraMin Assets and, to the knowledge of UraMin, there exists no state of facts which, after notice or lapse of time or both, would constitute such a material default or breach or would give rise to a right of termination, revocation, suspension, cancellation, prevent the renewal of or limit any such Permit, Lease or Mining Right with respect to the UraMin Assets.

(h)

UraMin Properties. The UraMin Properties are accurately described in Schedule l.01(yy), are presently in good standing under the laws of Niger and are free and clear of all Encumbrances other than the UraMin Governmental Interest. All amounts required to be paid to keep the UraMin Properties in good standing to the Closing Time have been paid.

(i)

Activities. No person has initiated in writing to UraMin or, to the knowledge of UraMin, threatened any proceedings for actions taken or not taken on, or in connection with, past or present activities of UraMin in respect of the UraMin Assets.

(j)

Litigation. UraMin has received no notice and, to the knowledge of UraMin, there are no actions, suits or proceedings, judicial or administrative, pending or threatened, by or against or affecting UraMin which relate to the UraMin Assets, at law or in equity, or before or by any court or any Governmental Authority.

(k)

Royalty Contracts. To UraMin’s knowledge, no royalty or other fee is required to be paid to any person in connection with the operation or production of the UraMin Properties except for the UraMin Governmental Interest and as set out in this Agreement.

(a)

Corporate Existence. The Project Company is a company incorporated and existing under the laws of the British Virgin Islands and has the corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder.

(b)

Authorization. This Agreement has been duly authorized, executed and delivered by the Project Company and is a legal, valid and binding obligation of the Project Company, enforceable by each of Northwestern and UraMin against the Project Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction, and no other corporate proceedings or approvals on the part of the Project Company are necessary to authorize this Agreement.

(c)

No Conflict. The execution and delivery of this Agreement by the Project Company and the consummation by the Project Company of the transactions contemplated hereby will not violate:

(i)

any provision of the memorandum and articles of association of the Project Company or any resolution of the shareholders of the Project Company;

(ii)

any statute, regulation or other law to which the Project Company is subject, a violation of which would prevent the Project Company from consummating the transaction contemplated hereby;

(iii)

any judgment, decree, order or award of any court or Governmental Authority, a violation of which would prevent the Project Company from consummating the transaction contemplated hereby; and

(iv)

any provision of any contract, agreement or other instrument to which the Project Company is a party, a violation of which would prevent the Project Company from consummating the transactions contemplated hereby.

(d)

Consents and Approvals. The Project Company is under no obligation, contractual or otherwise, to obtain any consent or Approval or to give notice to any person as a condition to, or in connection with, the completion of the transactions contemplated herein.

(e)

Authorized Share Capital. As at the date of this Agreement, (a) the maximum number of shares which the Project Company is authorized to issue is 10,000 shares, of which 10,000 shares are issued and outstanding; and (b) the Project Company has passed and presented for registration with the Registrar of Corporate Affairs in the British Virgin Islands a resolution increasing the maximum number of shares which the Project Company is authorized to issue 300,000,000 shares. The Project Company has not issued any options, warrants, convertible notes or other instruments giving a right for the purchase of, or subscription for, any shares of the Project Company other than the Shares.

(f)

Securities Issuance. On or prior to the Closing Date, all necessary action shall have been taken by the Project Company to validly issue the Shares as fully paid and non-assessable shares in the capital of the Project Company, free and clear of any Encumbrances.

(g)

Securities Law Compliances. The issuance by the Project Company to each of Northwestern and UraMin of the Shares is exempt from all prospectus and registration requirements of applicable securities laws.

(h)

Orders, etc. No orders suspending the sale or ceasing the trading of any securities issued by the Project Company have been issued by any Governmental Authority in Canada, and, to the knowledge of the Project Company, no proceedings for such purpose are pending or threatened.

(i)

No Proceedings. To the knowledge of the Project Company, there is no Claim, action, suit, proceeding or governmental investigation pending or threatened against the Project Company, by or before any Governmental Authority or by any Non-Party.

(j)

No Material Indebtedness. The Project Company does not have, and at the Closing Time will not have, any material indebtedness or liabilities.

(k)

Finder’s Fees. There are no finder’s fees, commissions or other payments payable by the Project Company in relation to the transactions contemplated herein.

(l)

Shareholdings of Northwestern and UraMin. Following the issuance of the Shares pursuant hereto, the Northwestern Shares and the UraMin Shares shall each respectively represent 50% of all issued and outstanding voting securities of the Project Company at such time, on a fully diluted basis.

(a)

Retention of Records. The Project Company agrees that from and after the Closing Date, it shall preserve and keep all Books and Records transferred to the Project Company at Closing and related to the Purchased Assets and the Former Activities as is required by applicable law from time to time and, subject thereto, on a basis consistent with ordinary and business-like practice in the mining industry.

(b)

Access to Records. From and after the Closing Date, while the Project Company preserves and maintains the Books and Records transferred to the Project Company at Closing and related to the Purchased Assets and the Former Activities in accordance with Section 4.01(a), the Project Company shall provide Northwestern and UraMin reasonable access to all Books and Records transferred to the Project Company at Closing and related to the Purchased Assets and the Former Activities in respect of any period prior to the Closing Date, and the Project Company shall cause its employees responsible for maintaining such records, to provide full cooperation to Northwestern and UraMin in the review of such records by Northwestern or UraMin provided that Northwestern and UraMin (as applicable) shall reimburse the Project Company for all third party expenses reasonably incurred by the Project Company in complying with its obligations in this Section 4.01(b). Northwestern and UraMin shall have the right at their sole expense to make and retain copies of such Books and Records or extracts therefrom to the extent required by either subject always to the obligations of confidentiality and non-disclosure contained in Section 8.01.

(c)

Access to Information. The Project Company’s obligation to provide reasonable access to all Books and Records transferred to the Project Company at Closing and related to the Former Activities in respect of any period prior to the Closing Date shall be subject to the following:

(i)

Northwestern or UraMin shall provide 48 hours’ prior written notice to the Project Company of the information described above to which it wishes to have access and of the times at which it wishes to have such access;

(ii)

the timing and frequency of such access shall not, in the reasonable opinion of the Project Company, be such as to cause significant disruption to the ordinary conduct of the business or affairs of the Project Company; and

(iii)

the Project Company shall be entitled, at its option, to have a representative of the Project Company accompany any representative of Northwestern or UraMin who is given access to the information described in this Section 4.01.

(a)

use all reasonable efforts, in co-operation with the Project Company, to secure any Third Party Approval required in connection with the assignment of such Purchased Asset prior to the Closing Date and thereafter, if applicable, until the date upon which the assignment of such Purchased Asset is legally completed and the rights and title to such Purchased Asset shall vest absolutely and without any Encumbrance, other than, in the case of the Northwestern Assets, the Northwestern Governmental Interest, and, in the case of the UraMin Assets, the UraMin Governmental Interest, in the Project Company, or in a wholly-owned subsidiary thereof (the “Transfer Date”); and

(b)

pending the effective transfer of such Purchased Asset, hold all rights or entitlements that it has in trust for the exclusive benefit of the Project Company, or a wholly-owned subsidiary thereof, to the extent that this is permissible under Niger law and subject to obtaining any necessary prior approval and not do anything (or cause anything to be done) or omit to do anything (or cause such omission) the result of which will cause any of the representations or warranties contained herein to be untrue or will occasion a breach or any of the covenants or obligations contained herein up to and including the Transfer Date (to the extent applicable), provided that the Project Company shall pay, perform and discharge all obligations arising or accruing with respect thereto as of the Closing Date.

(a)

Each of the representations and warranties of UraMin and the Project Company contained in this Agreement or in any Closing Document shall be true, complete and accurate in all material respects as and when made and at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date and all obligations, agreements and covenants of UraMin or the Project Company to be completed prior to Closing shall have been performed or completed by UraMin or the Project Company, as applicable, and UraMin and the Project Company shall have each delivered to Northwestern a certificate to such effect signed by an executive officer or director thereof;

(b)

Northwestern shall have received at the Closing from UraMin and the Project Company the following Closing Documents, dated as of the Closing Date and in form and substance satisfactory to Northwestern:

(i)

a certified cheque or confirmation of wire transfer for the Northwestern Payment pursuant to Section 2.04(a)(i)(1), payable to Northwestern;

(ii)

a duly issued share certificate of the Project Company registered in the name of Northwestern in respect of the Northwestern Shares;

(iii)

current Certificates of good standing of each of UraMin and the Project Company issued by the Registrar of Corporate Affairs for the British Virgin Islands;

(iv)

officer’s or director’s certificates from each of UraMin and the Project Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Northwestern, as to: (a) their respective constating documents; (b) a resolution of their respective boards of directors authorizing the execution and delivery of this Agreement and the completion of the transactions contemplated hereby including, without limitation, in the case of the Project Company, the issuance of the Shares; and (c) incumbency and signatures of their respective officers or directors executing this Agreement and the Closing Documents; and

(v)

such other documents, certificates and other instruments and legal opinions of counsel to UraMin and the Project Company in respect of this Agreement, dated as of the Closing Date, as would be usual in respect of the transactions contemplated herein or as Northwestern may reasonably require.

(a)

Each of the representations and warranties of Northwestern and the Project Company contained in this Agreement or in any Closing Document shall be true, complete and accurate in all material respects as and when made and at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date and all obligations, agreements and covenants of Northwestern or the Project Company to be completed prior to Closing shall have been performed or completed by Northwestern or the Project Company, as applicable, and Northwestern and the Project Company shall have each delivered to UraMin a certificate to such effect signed by an executive officer or director thereof;

(b)

UraMin shall have received at the Closing from Northwestern and the Project Company the following Closing Documents, dated as of the Closing Date and in form and substance satisfactory to UraMin:

(i)

a duly issued share certificate of the Project Company registered in the name of UraMin in respect of the UraMin Shares;

(ii)

a current Certificate of good standing of the Project Company issued by the Registrar of Corporate Affairs for the British Virgin Islands and a Certificate of Status of Northwestern issued as of a recent date by the Ministry of Government Services (Ontario);

(iii)

officer’s or director’s certificates from each of Northwestern and the Project Company, dated as of the Closing Date, in form and substance reasonably satisfactory to UraMin, as to: (a) their respective constating documents; (b) a resolution of their respective boards of directors authorizing the execution and delivery of this Agreement and the completion of the transactions contemplated hereby including, without limitation, in the case of the Project Company, the issuance of the Shares; and (c) incumbency and signatures of their respective officers or directors executing this Agreement and the Closing Documents; and

(iv)

such other documents, certificates and other instruments and legal opinions of counsel to Northwestern and the Project Company in respect of this Agreement, dated as of the Closing Date, as would be usual in respect of the transactions contemplated herein or as UraMin may reasonably require.

(a)

Each of the representations and warranties of Northwestern and UraMin contained in this Agreement or in any Closing Document delivered pursuant hereto shall be true, complete and accurate in all material respects as and when made and at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date and all obligations, agreements and covenants of Northwestern or UraMin to be completed prior to Closing shall have been performed or completed by Northwestern or UraMin, as applicable, and Northwestern and UraMin shall have each delivered to the Project Company a certificate to such effect signed by an executive officer or director thereof;

(b)

the Project Company shall have received at the Closing from Northwestern and UraMin the following Closing Documents, dated as of the Closing Date and in form and substance satisfactory to the Project Company:

(i)

such instruments of sale, transfer, conveyance, assignment or delivery, in registrable form or otherwise, in respect of the Purchased Assets, or any part

(ii)

a certified cheque or confirmation of wire transfer for the UraMin Payment pursuant to Section 2.02, payable to the Project Company;

(iii)

a current Certificate of Good Standing of UraMin issued as of a recent date by the Registrar of Corporate Affairs for the British Virgin Islands and a Certificate of Status of Northwestern issued by the Ministry of Government Services (Ontario) on the Closing Date;

(iv)

officer’s or director’s certificates from each of Northwestern and UraMin, dated as of the Closing Date, in form and substance reasonably satisfactory to the Project Company, as to: (a) their respective constating documents; (b) a resolution of their respective boards of directors authorizing the execution and delivery of this Agreement and the completion of the transactions contemplated hereby; and (c) incumbency and signatures of their respective officers or directors executing this Agreement and the Closing Documents;

(v)

such other documents, certificates and other instruments dated as of the Closing Date as would be usual in respect of the transactions contemplated herein or as the Project Company may reasonably require.

7.01 Indemnification by Northwestern.

(a)

Northwestern shall indemnify and save harmless each of the Project Company and UraMin from and against any Loss suffered or incurred by the Project Company or UraMin, respectively, in connection with any incorrectness in or breach of any representation or warranty of Northwestern contained herein or in any Closing Documents, including any certificates to be delivered to the Project Company and UraMin by Northwestern pursuant to Sections 5.02 or 5.03, or any breach or non-performance by Northwestern of any covenant or obligation to be performed by it pursuant to this Agreement or any other agreement or instrument delivered by it as contemplated hereunder.

(b)

Section 7.01(a) does not apply to any Claim for any Loss for which Notice of Claim is given pursuant to Section 7.04 more than two (2) years after the Closing Date.

(c)

Notwithstanding Section 7.01(b), Notice of Claim may be given at any time for any Claim for any Loss relating to fraud or fraudulent misrepresentation on the part of Northwestern.

7.02 Indemnification by UraMin.

(a)

UraMin shall indemnify and save harmless each of the Project Company and Northwestern from and against any Loss suffered or incurred by the Project Company or Northwestern, respectively, in connection with any incorrectness in or breach of any representation or warranty of UraMin contained herein or in any Closing Documents, including any certificates to be delivered to the Project Company and Northwestern by UraMin pursuant to Sections 5.01 or 5.03, or any breach or non-performance by UraMin of any covenant or obligation to be performed by it pursuant to this Agreement or any other agreement or instrument delivered by it as contemplated hereunder.

(b)

Section 7.02(a) does not apply to any Claim for any Loss for which Notice of Claim is given pursuant to Section 7.04 more than two (2) years after the Closing Date.

(c)

Notwithstanding Section 7.02(b), Notice of Claim may be given at any time for any Claim for any Loss relating to fraud or fraudulent misrepresentation on the part of UraMin.

7.03 Indemnification by the Project Company.

(a)

The Project Company shall indemnify and save harmless each of Northwestern and UraMin from and against any Loss suffered or incurred by Northwestern or UraMin, respectively, in connection with any incorrectness in or breach of any representation or warranty of the Project Company contained herein or in any Closing Document, including in the certificates to be delivered to Northwestern and UraMin by the Project Company pursuant to Sections 5.01 or 5.02, or any breach or non-performance by the Project Company of any covenant or obligation to be performed by it pursuant to this Agreement or any Closing Document or other agreement or other instrument delivered by the Project Company as contemplated herein.

(b)

Section 7.03(a) does not apply to any Claim for any Loss for which Notice of Claim is given pursuant to Section 7.04 more than two (2) years after the Closing Date.

(c)

Notwithstanding Section 7.03(b), Notice of Claim may be given at any time for any Claim for any Loss relating to:

(i)

fraud or fraudulent misrepresentation on the part of the Project Company;

(ii)

non-payment of any amount due to Northwestern pursuant to Section 2.04(b)(i) or to UraMin pursuant to Section 2.04(b)(ii); or

(iii)

any Future Environmental Liabilities.

7.04 Notice of Claim.

(a)

General. In the event that an Indemnified Party becomes aware of any Claim in respect of which an Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall promptly give written notice thereof specifying with reasonable particularity the basis of such Claim (a “Notice of Claim”) to the Indemnifying Party. Such Notice of Claim shall specify whether the Claim arises as a result of a claim by a Non-Party against the Indemnified Party (a “Non-Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) the factual basis for the Claim and the amount of the Claim, if known.

(b)

Failure to Give Notice. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Notice of Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such Notice of Claim on a timely basis.

(a)

such Indemnifying Party shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnified Party against such Non-Party with respect to such Claim; and

(b)

such Indemnified Party shall execute all documents reasonably required and take all action necessary to secure such rights, including, but not limited to, the execution of such documents as are reasonably necessary to enable such Indemnifying Party to bring suit to enforce such rights.

(a)

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given (a) by personal delivery to the addressee, (b) by electronic communication, capable of producing a printed transmission, (c) by registered or certified mail return receipt requested; or (d) by overnight or other express courier service, and shall be addressed as follows:

(b)

Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted in the case of same day express courier service, personal delivery or electronic communication; on the date which is five (5) Business Days following the date of mailing in the case of registered or certified mail; or the next day if by overnight courier; (or, if any such day is not a Business Day, on the next following Business Day).

(c)

Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 8.03.

NORTHWESTERN MINERAL VENTURES INC.

By: 

/s/ ▇. ▇▇▇▇▇▇▇▇

Name: ▇. ▇▇▇▇▇▇▇▇

Title: President & CEO

URAMIN INC.

By: 

Name:

Title: Director

NIGER URANIUM LIMITED

By: 

Name:

Title: Director

NORTHWESTERN MINERAL VENTURES INC.

By: 

Name:

Title:

URAMIN INC.

By: 

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇

Name:

Title: Director

NIGER URANIUM LIMITED

By: 

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇ ▇▇▇▇▇▇▇

Title: Director

License
Name

Tenement Type

Registered to

Date Granted

Area
(km²)

In Gall

Exploration Permit

Northwestern Mineral Ventures Inc.

26 April 2006

2,000

Irhazer

Exploration Permit

Northwestern Mineral Ventures Inc.

26 April 2006

2,000

License
Name

Tenement Type

Registered to

Date Granted

Area
(km²)

Kamas 1

Mining Permit

UraMin Inc.

3 May 2007

466.7

Kamas 2

Mining Permit

UraMin Inc.

3 May 2007

475.7

Kamas 3

Mining Permit

UraMin Inc.

3 May 2007

432.1

Kamas 4

Mining Permit

UraMin Inc.

3 May 2007

440.4

Dabala 3

Mining Permit

UraMin Inc.

16 May 2007

461.3

Dabala 4

Mining Permit

UraMin Inc.

16 May 2007

496.4

(a)

▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇

(▇)

Vehicle 8 TT 0492 RN

(c)

Vehicle ▇ ▇▇ ▇▇▇▇ ▇▇

(▇)

▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇ RN

(a)

AKSAR ABDELKARIM: Director of Project, signed on May 21, 2007 for a duration for 1 year

(b)

▇▇▇▇▇▇▇ ▇▇▇▇: Dated signed Manager for duration of 1 year

(c)

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Safiyatou: administrative Assistant signed for 1 year

(d)

ABDOULMOUMIN HASSAN: signed Geophysicist for a duration of 6 months

(e)

GADO HAMZA: signed Geologist for a duration of 6 months

(f)

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇: signed Geophysicist for a duration of 6 months

(g)

MAIGUERO RANAO: signed Geologist for a duration of 1 year

(h)

MALIK AHMOUDOU: signed Driver for a duration of 1 year

(i)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇: signed Guard for a duration for 1 year

(j)

▇▇▇▇▇ ▇▇▇▇▇▇▇: signed Guard for a duration of 1 year

(k)

MOUKAFI ABDOULAYE: signed Guard for a duration of 1 year

(l)

BOUKARI HOUSSEÏNI: signed Guard for a duration of 1 year

(m)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: signed Guard for a duration of 1 year