Uranium One Announces Financial Results for Q3 2007



    Trading Symbols: UUU - Toronto Stock Exchange, JSE Limited (Johannesburg
    Stock Exchange)

    TORONTO and JOHANNESBURG, South Africa, Nov. 14 /CNW/ - Uranium One Inc.
("Uranium One") today reported unaudited financial results for the three and
nine months ended September 30, 2007. All figures are in US dollars unless
otherwise indicated. Complete details of the September 30, 2007 financial
statements and management's discussion and analysis thereon will be made
available on the Uranium One website www.uranium1.com and on SEDAR at
www.sedar.com.

    Highlights for the quarter ending September 30, 2007 include:

    
    -  Attributable production from Akdala of 463,000 pounds U3O8
    -  Cash cost per pound sold from Akdala was approximately $9 per pound(1)
    -  Production from Dominion was approximately 86,800 pounds U3O8
    -  In October, production flow commenced at South Inkai
    -  Revenues of $8.0 million from the sale of 70,000 pounds U3O8,
       representing an average realized uranium price of $115 per pound
    -  Earnings from mine operations of $6.3 million
    -  The acquisition of Energy Metals Corporation was completed during the
       quarter
    -  Uranium One was added to the S&P/TSX 60 Index subsequent to quarter
       end
    

    The net loss for the quarter ending September 30, 2007 was $17.3 million,
or $(0.04) per share. This compares to net income of $25.9 million, or $0.12
per share for the quarter ending October 31, 2006.
    Uranium One recorded revenue of $73.0 million for the nine months ending
September 30, 2007 compared to revenue of $21.5 million for the nine months
ending October 31, 2006. Earnings from mine operations were $55.3 million for
the nine months ending September 30, 2007 compared to $7.6 million for the
nine months ending October 31, 2006. For the nine months ending September 30,
2007, the net loss was $23.0 million, or $(0.07) per share compared to a net
loss of $18.3 million, or $(0.08) per share for the nine months ending
October 31, 2006. Attributable production of U3O8 was 1,403,200 pounds for the
nine months ending September 30, 2007, compared to 1,380,300 pounds for the
nine months ending October 31, 2006. The cash cost per pound sold was
approximately $11 per pound for the nine months ending September 30, 2007
compared to a cash cost per pound sold of approximately $10 per pound for the
nine months ending October 31, 2006.
    Commenting on the results, Uranium One's President and CEO Neal Froneman
said:
    "Our Akdala Uranium Mine continues to meet expectations with
463,000 pounds of U3O8 production during the quarter. The delivery and sale of
only 70,000 pounds during the quarter has resulted in a build-up of inventory
to approximately 1 million pounds, with a current spot market value of just
over $90 million, which we are committed to deliver into our existing sales
contracts within the next six months. The ramp-up of production from Dominion
is progressing well and I am also pleased to see the commencement of
production flow from South Inkai. In the meantime, management remains focused
on delivery at all of the Company's mines and development projects."

    Conference Call Details

    Uranium One will be hosting a conference call and webcast to discuss the
third quarter results on November 15, 2007 starting at 10:00 A.M. (Toronto
time).
    For the live conference call, North American callers may dial
1-800-594-3615 and local or international callers may dial 416-915-5761. A
live webcast will also be available at www.newswire.ca/webcast
    A recording of the conference call will be available for replay for a one
week period beginning at 1:00 p.m. on November 15, 2007. North American
callers may dial 1-877-289-8525 and local or international callers may dial
416-640-1917. The pass code for the replay is 21253129.

    About Uranium One

    Uranium One Inc. is a Canadian-based uranium producing company with a
primary listing on the Toronto Stock Exchange and a secondary listing on the
JSE Limited (the Johannesburg stock exchange). The Corporation owns 70% of the
operating Akdala Uranium Mine in Kazakhstan and is also developing the South
Inkai and Kharasan Uranium Projects in Kazakhstan. Uranium One owns the
Dominion Uranium Mine in South Africa, as well as the Honeymoon Uranium
Project in South Australia. In the United States, Uranium One has extensive
property holdings in Wyoming, Texas, Utah and New Mexico, including the
Shootaring Canyon Mill and the Hobson ISR facility. Uranium One is also
engaged in uranium exploration activities in the United States, the Athabasca
Basin of Saskatchewan, South Africa, Australia and the Kyrgyz Republic.

    (1) Uranium One has included a non-GAAP performance measure, cash cost
    per pound sold, throughout this document. The Company believes that, in
    addition to conventional measures prepared in accordance with GAAP,
    certain investors use cash cost per pound sold to evaluate the Company's
    operating performance and ability to generate cash flow. Accordingly, it
    is intended to provide additional information and should not be
    considered in isolation or as a substitute for measures of performance
    prepared in accordance with GAAP.

    Cautionary Statement

    No stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.

    Forward-looking statements: This press release contains certain
forward-looking statements. Forward-looking statements include but are not
limited to those with respect to the price of uranium and gold, the estimation
of mineral resources and reserves, the realization of mineral reserve
estimates, the timing and amount of estimated future production, costs of
production, capital expenditures, costs and timing of the development of new
deposits, success of exploration activities, permitting time lines, currency
fluctuations, requirements for additional capital, government regulation of
mining operations, environmental risks, unanticipated reclamation expenses,
title disputes or claims and limitations on insurance coverage and the timing
and possible outcome of pending litigation. In certain cases, forward-looking
statements can be identified by the use of words such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or "believes"
or variations of such words and phrases, or state that certain actions, events
or results "may", "could", "would", "might" or "will" be taken, occur or be
achieved. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Uranium One to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. Such risks and uncertainties include, among
others, the actual results of current exploration activities, conclusions of
economic evaluations, changes in project parameters as plans continue to be
refined, possible variations in grade and ore densities or recovery rates,
failure of plant, equipment or processes to operate as anticipated, accidents,
labour disputes or other risks of the mining industry, delays in obtaining
government approvals or financing or in completion of development or
construction activities, risks relating to the integration of acquisitions, to
international operations, to prices of uranium and gold as well as those
factors referred to in the section entitled "Risk factors" in Uranium One's
Annual Information Form for the year ended December 31, 2006 and in the Annual
Information Form of Energy Metals Corporation for the year ended June 30,
2006, both of which are available on SEDAR at www.sedar.com, and which should
be reviewed in conjunction with this document. Although Uranium One has
attempted to identify important factors that could cause actual actions,
events or results to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or results
not to be as anticipated, estimated or intended. There can be no assurance
that forward-looking statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. Uranium One expressly disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except in accordance
with applicable securities laws.

    For further information about Uranium One, please visit www.uranium1.com


    
                               Uranium One Inc.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
       FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2007
    

    Set out below is a review of the activities, results of operations and
financial condition of Uranium One Inc. (formerly sxr Uranium One Inc.)
("Uranium One") and its subsidiaries (collectively, the "Corporation") for the
three and nine months ended September 30, 2007, together with certain trends
and factors that are expected to impact the remainder of its 2007 financial
year. Information herein is presented as of November 13, 2007 and should be
read in conjunction with the unaudited consolidated financial statements of
Uranium One for the three and nine months ended September 30, 2007 and the
notes thereto, the December 31, 2006 audited consolidated financial
statements, and the related annual Management's Discussion and Analysis of the
Corporation's predecessor companies, sxr Uranium One Inc. and UrAsia Energy
Ltd. ("UrAsia Energy"), on file with the Canadian provincial securities
regulatory authorities (referred to herein as the "consolidated financial
statements"). The Corporation's consolidated financial statements and the
financial data set out below have been prepared in accordance with Canadian
generally accepted accounting principles ("Canadian GAAP"). All amounts are in
US dollars, except where otherwise indicated, tabular amounts are in
thousands. Canadian dollars are referred to herein as C$.
    Uranium One completed a business combination with UrAsia Energy on
April 20, 2007. The transaction was treated as a reverse take-over under
Canadian GAAP, with UrAsia Energy identified as the acquirer and Uranium One
as the acquiree. For periods subsequent to the acquisition date, the
comparative figures are those contained in the financial statements of UrAsia
Energy. During 2006, UrAsia Energy changed its fiscal year end from July 31 to
December 31. As UrAsia Energy did not prepare financial statements for the
three and nine months ended September 30, 2006, the most closely comparative
period in the prior fiscal year was the three and nine months ended
October 31, 2006. Accordingly, the comparative figures used herein are those
for the three and nine months ended October 31, 2006 and references herein to
"Q3 2006" and "Q3 2007" refer to the three months ended October 31, 2006 and
the three months ended September 30, 2007, respectively, and references to "FY
2006" refer to the five months ended December 31, 2006.
    The common shares of Uranium One are listed on the Toronto and
Johannesburg stock exchanges ("TSX" and "JSE" respectively). Uranium One's
convertible unsecured subordinated debentures due December 31, 2011 are also
listed on the TSX. The shares of Uranium One's majority-owned subsidiary,
Aflease Gold Limited ("Aflease Gold"), are listed on the JSE.
    Additional information about the Corporation and its business and
operations can be found in its continuous disclosure documents. These
documents are available under the Corporation's profile at www.sedar.com.
    This Management's Discussion and Analysis includes certain
forward-looking statements. Please refer to "Forward-Looking Statements".

    
    Highlights: Third Quarter 2007

    Mine Operations - quarterly update

    -   Akdala produced 661,400 pounds of U(3)O(8) (463,000 pounds of
        U(3)O(8) attributable) in Q3 2007 compared to 733,000 pounds of
        U(3)O(8) (513,000 pounds of U(3)O(8) attributable) in Q3 2006.
    -   Attributable sales during Q3 2007, currently all from the Akdala Mine
        in Kazakhstan, were $8.0 million, compared to $4.2 million in
        Q3 2006.
    -   A record average sales price of $115 per pound was achieved during
        Q3 2007 versus $42 per pound during Q3 2006.
    -   The average cash production cost per pound of U(3)O(8) sold was $9
        per pound, compared to $14 per pound during Q3 2006.(1)
    -   Earnings from mine operations in Q3 2007 were $6.3 million, compared
        to $1.6 million in Q3 2006.
    -   Net loss for Q3 2007 was $17.3 million ($0.04 per share), compared to
        net profit of $25.9 million for Q3 2006 ($0.12 per share).
    -   The majority of sales deliveries scheduled for Q3 2007 were deferred
        by customers to Q4 2007. Attributable inventory levels at Akdala have
        therefore increased to 1.0 million pounds of U(3)O(8).

    Mine Operations - nine months update

    -   Akdala produced 2.0 million pounds of U(3)O(8) (1.4 million of
        U(3)O(8) attributable) in the nine months ended September 30, 2007,
        matching the production for the nine months ended October 31, 2006.
    -   Revenue increased by 240% to $73.0 million, compared to $21.5 million
        for the nine months ended October 31, 2006.
    -   Earnings from mine operations increased to $55.3 million, compared to
        $7.6 million in the nine months ended October 31, 2006.

    Projects

    -   At the Dominion Mine in South Africa, ADU is now continuously being
        produced under pressure leach conditions after successful
        commissioning of the first autoclave. The commissioning of the second
        autoclave is expected to be completed during Q4 2007 with commercial
        production commencing in the first half of 2008.
    -   At the South Inkai Project in Kazakhstan, construction of the
        production complex is on schedule. Construction required for pilot
        stage production was completed in October 2007 and production flow
        commenced from the first block of pilot well patterns in
        October 2007. The final completion of the production complex is
        expected by mid year 2008.
    -   At the Kharasan Project in Kazakhstan, construction of critical
        portions of the process plant and camp required for pilot production
        were accelerated during the quarter to compensate for construction
        delays due to flooding experienced early in the year. Final
        completion of the process plant to a stage that is sufficient to
        process pilot well field production is expected in Q4 2007.
    -   Refurbishment of the Hobson ISR Uranium Processing Facility in
        Texas, USA is well underway and resource delineation and exploration
        is continuing at the Corporation's La Palangana Project, which will
        feed the Hobson Facility.
    -   In the USA, the Corporation executed a toll-processing agreement with
        Cameco's processing facilities in the United States.
    -   On October 3, 2007, the Corporation submitted an application to the
        U.S. Nuclear Regulatory Commission to construct and operate an in
        situ uranium recovery facility at the Moore Ranch Project in Wyoming.

    Corporate

    -   On August 10, 2007, Uranium One acquired all of the outstanding
        shares of Energy Metals Corporation ("EMC"). EMC owns a 99% interest
        in the Hobson ISR Uranium Processing Facility and the La Palangana
        Uranium Project, together with interests in a large portfolio of
        uranium exploration properties in the western United States.
    -   Uranium One was added to the S&P/TSX 60 Index on October 31, 2007.
    -   Key management appointments during the quarter included Mr. Fletcher
        Newton as Executive Vice President, Corporate and Strategic Affairs,
        and Dr. Dennis Stover as Executive Vice President, Americas.

    Outlook

    -   The Corporation's U(3)O(8) production estimate for 2007 has been
        revised from 2.5 million pounds to approximately 2.1 million pounds,
        due to the extended commissioning period of the first autoclave at
        Dominion. The 2007 attributable production forecast for Akdala
        remains at 1.8 million pounds of U(3)O(8).
    -   Uranium One's attributable production (including pre-commercial
        production) in 2008 is expected to be approximately 4.6 million
        pounds of U(3)O(8).
    -   The current shortage of sulphuric acid in Kazakhstan will affect the
        timing of the start up of operations at South Inkai and Kharasan, but
        it is not expected to affect production at Akdala.

    (1) The Corporation has included a non-GAAP performance measure, sales
        and costs per pound of U(3)O(8) sold, throughout this document. The
        Corporation reports total cash costs on a sales basis. In the uranium
        mining industry, this is a common performance measure but does not
        have any standardized meaning, and is a non-GAAP measure. The
        Corporation believes that, in addition to conventional measures
        prepared in accordance with GAAP, the Corporation and certain
        investors use this information to evaluate the Corporation's
        performance and ability to generate cash flow. Accordingly, it is
        intended to provide additional information and should not be
        considered in isolation or as a substitute for measures of
        performance prepared in accordance with GAAP.
    

    Overview

    Uranium One 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, Australia, the United
States, Canada and the Kyrgyz Republic. Uranium One also owns a 70% interest
in Aflease Gold, which is engaged in the development of the Modder East Gold
Project in South Africa.
    Uranium One owns the Dominion Uranium Mine in South Africa and a 70%
interest in the producing Akdala Uranium Mine in Kazakhstan. Uranium One is
also developing the South Inkai Project, in which it owns a 70% interest and
the Kharasan Project, in which it owns a 30% interest, both located in
Kazakhstan. The Corporation owns the Honeymoon Uranium Project in Australia.
In the United States, the Corporation owns the Shootaring Mill in Utah and the
Hobson ISR Uranium Processing Facility in Texas. The Corporation also owns a
large portfolio of uranium exploration properties in the western United
States, South Australia, the Athabasca Basin of Saskatchewan, Canada and the
Kyrgyz Republic.
    The following principal mineral properties and operations of the
Corporation referred to in the Corporation's Q3 2007 unaudited interim
financial statements are discussed in more detail in the Management's
Discussion and Analysis below:

    
    -------------------------------------------------------------------------
    Entity           Project              Location     Status      Ownership
    -------------------------------------------------------------------------
    Betpak Dala LLP  Akdala Uranium Mine  Kazakhstan   Producing    70% J.V.
                                                                    interest
    Betpak Dala LLP  South Inkai Uranium  Kazakhstan   Development  70% J.V.
                     Project                                        interest
    Kyzylkum LLP     Kharasan Uranium     Kazakhstan   Development  30% J.V.
                     Project                                        interest
    Uranium One      Dominion Uranium     South Africa Commission-  100%
    Africa Limited   Mine                              ing(2)       interest
                                                                    (1)
    Aflease Gold     Modder East Gold     South Africa Development  70%
    Limited          Project                                        interest
    Uranium One      Honeymoon Uranium    Australia    Development  100%
    Australia        Project                                        interest
    (Proprietary)
    Ltd.
    Uranium One      Shootaring Mill      USA          Development  100%
    USA Inc.                                                        interest
    South Texas      Hobson Facility      USA          Development  99%
    Mining Venture   and La Palangana                               interest
                     Project                                        (3)
    Pitchstone Joint Pitchstone Joint     Canada       Exploration  50%
    Venture          Venture                                        interest
    -------------------------------------------------------------------------
    

    Note 1: Uranium One's 100% interest is subject to a definitive purchase
    and sale agreement of an undivided 26% interest in the Dominion Uranium
    Mine to its Black Economic Empowerment partner Micawber 397 (Proprietary)
    Limited ("Micawber 397"). The Micawber 397 transaction will be accounted
    for in the Corporation's financial statements when the risks and rewards
    of the transaction are deemed to have passed to Micawber 397.

    Note 2: The Dominion Uranium Mine is in the commissioning period,
    production has commenced but it has not achieved commercial production.
    Commercial Production is achieved when a pre-defined output level, based
    on the design of the plant, is maintained.

    Note 3: The Corporation owns a 99% interest in the South Texas Mining
    Venture, however, due to the immateriality of the effect of accounting
    for the non-controlling interest during the construction stage, the non-
    controlling interest portion has not been recorded in the Corporation's
    financial statements.

    Business Combination of Uranium One and UrAsia Energy Ltd.

    On April 20, 2007 Uranium One completed the acquisition of all of the
outstanding common shares of UrAsia Energy. Upon the completion of the
transaction, Uranium One was held approximately 60% by former UrAsia Energy
shareholders and approximately 40% by former Uranium One shareholders.
Accordingly the business combination has been accounted for as a reverse
takeover under Canadian GAAP with UrAsia Energy being identified as the
acquirer and Uranium One as the acquiree.
    The total cost of the acquisition of $1.8 billion represents the value of
the common shares of Uranium One issued in exchange for shares of UrAsia
Energy of $1.7 billion, the fair value of options, warrants and restricted
shares outstanding at the announcement date of $62 million, the fair value of
the equity component of convertible debentures of $46 million and acquisition
costs of $19 million. Net assets acquired consist primarily of mineral
interests and plant and equipment with a book value of $2.4 billion. Final
allocation of the purchase price will be based on completion of a valuation of
the assets to be determined by an independent valuator.

    Acquisition of US Energy Assets

    On April 30, 2007, Uranium One completed the purchase from U.S. Energy
Corporation ("U.S. Energy") of the Shootaring Canyon Uranium Mill in Utah, as
well as a land package comprising uranium exploration properties in Utah,
Wyoming, Arizona and Colorado and a substantial database of geological
information for consideration equal to 6,607,605 Uranium One common shares
valued at $99.4 million, a cash payment of $6.5 million and transaction costs
of $2.6 million.
    The transaction was accounted for as an asset purchase and the cost of
each item of property plant and equipment acquired as part of the group of
assets acquired was determined by allocating the price paid for the group of
assets to each item based on its relative fair value at the time of the
acquisition. Final allocation of the purchase price is subject to further
review and analysis.

    Acquisition of Energy Metals Corporation

    On August 10, 2007 Uranium One completed the acquisition of all of the
outstanding common shares of EMC. The transaction resulted in the addition of
a large portfolio of uranium exploration properties located throughout the
western United States and the Hobson ISR Uranium Processing Facility in Texas.
The Hobson Facility is currently being refurbished.
    The transaction was accounted for as an asset purchase and the cost of
each item of property, plant and equipment acquired as part of the group of
assets acquired was determined by allocating the price paid for the group of
assets to each item based on its relative fair value at the time of
acquisition. Final allocation of the purchase price is subject to further
review and analysis.
    The total cost of the acquisition of $1.1 billion represents the value of
the common shares of Uranium One issued in exchange for shares of EMC of
$1.0 billion, the fair value of options in EMC outstanding at the acquisition
date of $35.3 million and acquisition costs of $9.4 million. Net assets
acquired consist primarily of mineral interests with a book value of $1,452.5
million. Final allocation of the purchase price will be based on completion of
a valuation of the assets to be determined by an independent valuator.

    Review of Operations

    Akdala Uranium Mine

    Akdala is an operating acid in situ leach ("ISL") uranium mine located in
the Suzak region of South Kazakhstan. Betpak Dala Joint Venture Limited
Liability Partnership, a Kazakhstan registered limited liability partnership
("Betpak Dala"), owns a 100% interest in the Akdala Mine. Uranium One owns a
70% joint venture interest in Betpak Dala. The remaining 30% is owned by JSC
NAC Kazatomprom ("Kazatomprom"), a Kazakhstani state-owned company responsible
for the mining, importing and exporting of uranium in Kazakhstan.
    The production rate at the Akdala Mine is 2,600,000 pounds of triuranium
octoxide ("U(3)O(8)") (1,000 tonnes uranium ("U")) per year. It is expected
that production will continue at this rate until exhaustion of the current
resources in approximately 2020.
    In situ leaching involves circulating ground water fortified with acid
through the ore by means of a grid of injection and production wells and
processing the water pumped from the production wells to recover uranium in a
processing plant before returning the leach solution to the injection wells.

    Production: Akdala production is ahead of schedule with 1,988,000 pounds
of U(3)O(8) (100%) produced for the nine months ended September 30, 2007.
Production from the well fields averaged 215,000 pounds of U(3)O(8) (100%) per
month during the quarter. Production for 2007 and 2008 is not expected to
exceed 2,600,000 pounds of U(3)O(8) per year, which represents production
attributable to the Corporation of 1,820,000 pounds of U(3)O(8) per year.

    Operations: During the quarter, the operation maintained an average of
139 pumping wells in operation per month. The number of wells in operation,
and the flow from each well, is adjusted based on uranium content in the flow
from each well, to produce the targeted production rate. At the end of
September 2007 there were seven drill rigs on site. The number of drill rigs
is sufficient to ensure that well field development should continue to match
budgeted production levels from the Mine.

    The current shortage of sulphuric acid in Kazakhstan is not expected to
affect production at Akdala.

    South Inkai Uranium Project

    South Inkai is an ISL uranium development project located in the Suzak
region of South Kazakhstan. Betpak Dala owns a 100% interest in the South
Inkai Project. Accordingly, Uranium One owns a 70% indirect interest in the
project.

    Resource Delineation Drilling: The drilling program to convert Russian C2
to C1 resources as per the Kazakhstan classification system continued at South
Inkai. Since 2006, a total of 319 drill holes of a planned 390 have been
drilled as part of this drilling program. Final approval by the State
Committee for Reserves is expected in 2008 for a total addition of
15,000-17,000 tonnes of C1 category resource. Approval of adequate C1
resources is part of the process for approval of industrial production from
South Inkai. During the quarter, 64 drill holes were completed and a total of
178 drill holes were completed for the year to date. The drilling program is
expected to be completed by Q4 2007 and the related geological report will be
submitted for approval to the State Geological Commission in 2008.

    Production Drilling and Well Completion: Joint Drilling, Betpak Dala's
drilling and well completion contractor, had six rigs drilling production
wells on South Inkai during the quarter. A total of 133 wells have been
completed for the year to date, as scheduled. The pilot well field
demonstration and the certification of adequate C1 resources are required as
part of the process of industrial production licensing for South Inkai. The
required portion of the process plant and well field production facilities
were ready for the commencement of well field acidification in August 2007.
Acidification was carried out on the first row of production wells starting in
August 2007 and on the second row starting in September 2007. Acidification is
at a lower concentration rate than planned due to an unexpected shortage of
sulphuric acid in Kazakhstan. Capital construction of the portion of the
production complex required for pilot stage production was completed on
schedule and production flow commenced from the first block of pilot well
patterns in October 2007.

    Shortages of sulphuric acid continue in Kazakhstan and the supply of acid
for new wells is currently not assured. If the current shortage continues, the
ramp up and commencement of commercial production of the South Inkai operation
will be delayed, and initial production may be lower than expected due to
using lower levels of acid concentration in the well field.
    The production from the South Inkai Uranium Project attributable to the
Corporation in 2008 is estimated to be 500,000 pounds of U(3)O(8).

    Construction: Uranium processing facilities being constructed at South
Inkai are of a similar design to those at the Akdala Mine. The South Inkai
plant is being constructed to a full production capacity of 5,200,000 pounds
of U(3)O(8) (2,000 tonnes U) per year, which will be reached in a staged
manner over the next few years. Construction of the production complex is
underway and final completion of the production complex is expected during mid
year 2008.

    To date, expenditure relating to the construction project at South Inkai
is $42.0 million.

    Kharasan Uranium Project

    Kharasan is an ISL uranium development project located in the Suzak
region of South Kazakhstan. Kyzylkum LLP ("Kyzylkum"), a Kazakhstan registered
limited liability partnership, owns a 100% interest in the Kharasan Project.
Uranium One owns a 30% joint venture interest in Kyzylkum and the remaining
interests in Kyzylkum are owned as to 30% by Kazatomprom and as to 40% by
Energy Asia (BVI) Ltd., which is owned by a consortium of Japanese utilities
and a trading company.

    Resource Delineation Drilling: The drilling program to convert Russian C2
to C1 resources as per the Kazakhstan classification system continued at
Kharasan during the quarter. A total of 137 drill holes were planned to be
drilled in 2007 to add 5,000 tonnes of C1 resources to the already approved
6,560 tonnes to bring total C1 resources at Kharasan to 11,560 tonnes. The
upgraded resource would enable Kyzylkum to apply for an industrial production
license. As of the end of Q3 2007, 75 drill holes have been completed for the
project with one drilling rig. With the addition of 2 rigs in Q4 2007, the
drilling program is expected to be completed by the end of Q2 2008.

    Production Drilling: The drilling plan for the first pilot production
consists of 26 well patterns made up of 108 wells. The plan is to complete
these pilot production patterns in two blocks with an initial 33 wells (7
patterns) comprising the first operating block. Of this program, 46 wells had
been completed at September 20, 2007. Joint Drilling currently has 11 drill
rigs on site. With 2 additional rigs added to the program in October, it is
expected that the production drilling program will be completed by the end of
Q1 2008. Acidification of the first pilot well field block is planned for
December 2007 and pilot production is expected to commence in the first half
of 2008.

    Shortages of sulphuric acid continue in Kazakhstan and the supply of acid
for new wells is currently not assured. If the current shortage continues, the
ramp up and commencement of commercial production of the Kharasan operation
will be delayed and initial production may be lower than expected due to using
lower levels of acid concentration in the well field.
    The production from the Kharasan Uranium Project attributable to the
Corporation in 2008 is estimated to be 220,000 pounds of U(3)O(8).

    Construction: The production complex, including the first phase with
annual production of 1,950,000 pounds of U(3)O(8) (750 tonnes U) per year, is
to be developed on the basis of a production capacity of 5,200,000 pounds of 
U(3)O(8) (2,000 tonnes U) per year. A second processing plant (a satellite
plant) with a capacity of 1,000 tonnes U per year is expected to be
constructed to allow for production capacity to increase from 2,000 tonnes U
to 3,000 tonnes U per year. The design is currently in progress to allow the
project to reach a capacity of 3,000 tonnes U, which will include exploration
and production well planning.

    Construction of critical portions of the plant and camp required for
pilot production was accelerated during the quarter to compensate for
construction delays due to flooding experienced early in the year. Final
completion of the process plant to a stage that is sufficient for pilot well
field production is expected in Q4 2007. Construction of the paved road and
the bridge were completed in October 2007. The railroad switching station and
Phase 1 of the railroad transhipment base are expected to be completed in Q2
2008. Completion of the transhipment base for shipment of U(3)O(8) is required
as it is not permitted to ship U(3)O(8) through villages on alternate routes
to other shipping points.
    To date expenditure relating to the construction project at Kharasan is
$49.3 million.

    Project Finance Facility: In addition to the $80 million loan from the
Corporation, Kyzylkum negotiated unsecured bank loan facilities totalling
$100 million. One facility in the amount of $70 million was obtained from the
Japan Bank for International Cooperation and the other facility, in the amount
of $30 million, was obtained from Citibank. The first draw down against the
facility, of $40 million, was received in September 2007. The $80 million loan
from the Corporation has to be repaid in full before repayments can be made on
these facilities. The Corporation's proportionate share of these facilities
will amount to $30 million when fully drawn down. The loan facilities have
floating interest rates of LIBOR plus 0.25% and 0.35%, respectively.

    Recent changes to legislation in Kazakhstan

    In November 2007, the parliament of Kazakhstan enacted legislation,
giving the government the right in certain circumstances to re-negotiate
previously concluded subsoil use contracts. Together with its joint venture
partner, Kazatomprom, the Corporation has been reviewing the potential impact
and application of this legislation. Based on these discussions, the
Corporation understands that the legislation is not directed at the uranium
mining industry in Kazakhstan.

    Sulphuric acid supply constraints in Kazakhstan

    Kazakhstan is experiencing a temporary shortage in the supply of
sulphuric acid. This has been caused by a number of factors including the
delayed construction of a local Kazakhstan copper smelter, which will
contribute to the sulphuric acid supply when operating. The shortage is
expected to cause delays in the commissioning period of both the South Inkai
and Kharasan projects. Akdala, South Inkai, Kharasan and other ISL operations
in Kazakhstan are receiving acid allotments, administered by the Corporation's
joint venture partner, Kazatomprom. The allotments are currently arranged to
maintain production at operating mines and the Corporation expects allotments
to Akdala to be sufficient to maintain current operating levels.
    Together with Kazatomprom, the Corporation is actively seeking short-term
sources of sulphuric acid supply to support production in 2008 and longer-term
solutions to the sulphuric acid constraint. However, the Corporation has
adjusted its 2008 production forecasts for South Inkai and Kharasan downwards.
Longer term production forecasts assume that the temporary shortage of
sulphuric acid is alleviated in the latter half of 2008.

    Dominion Uranium Mine

    The Dominion Uranium Mine is situated in the North West Province of South
Africa, approximately 150 kilometres west-southwest of Johannesburg.
    As previously disclosed, the capital cost to completion is estimated to
be approximately 25% over the early 2006 feasibility study estimate of
$180 million. Changes in design, scope, material specifications and material
prices accounts for approximately 70% of the forecasted overrun.

    Metallurgical Plant Construction: In line with the planned phased
commissioning, the atmospheric leach section for phase 1 of the plant with a
capacity of 100,000 tonnes per month was successfully commissioned in Q2 2007.
The atmospheric leach section for phase 2 was commissioned by the end of
October 2007 allowing the design throughput of 200,000 tonnes of ore per month
to be processed. Ammonium diuranate ("ADU") production commenced in May 2007
and the first ADU was dispatched to a calcining facility in July 2007. By the
end of September 2007, 86,835 pounds of U(3)O(8) had been produced. The first
of two autoclaves of the pressure leach section was successfully commissioned
in October 2007. Dominion is expected to reach commercial production in the
first half of 2008.

    During the commissioning process of the first autoclave, it was
discovered that the autoclave feed pump valve assemblies were not able to
withstand the extreme corrosive conditions in the pressure leach circuit.
Subsequently, valves manufactured from a super duplex material have performed
according to operational specifications, making continuous operation of the
first autoclave possible. Due to the extended commissioning period of the
first autoclave, the ADU produced to date has been processed mainly through
the atmospheric leach circuit of the plant.
    Successful commissioning of the second autoclave will allow the uranium
plant's design efficiency parameters to be realized (200,000 tonnes per month
throughput with a uranium recovery rate of approximately 85%).
    The production from the Dominion Uranium Mine in 2008 is estimated to be
2,000,000 pounds of U(3)O(8).

    Mine Development: A total of 9,047 metres of development was achieved in
the nine months ended September 30, 2007 compared to a feasibility figure of
11,235 metres. Additional underground declines have been started and
electro-hydraulic drill rigs deployed in the declines to speed up the rate of
opening up the ore body for mining.

    Stoping operations are continuing at all 3 production sections (Dominion
1, Dominion 2 and Rietkuil).

    Expansion: A feasibility study for a 100,000 tonnes per month expansion
to the Dominion Uranium Mine should be completed by the end of 2007 for audit
by external qualified persons in Q1 2008. The feasibility study considers the
development of 2 decline sections (Dominion 3 and Dominion 4) to a depth of
500 metres below surface.

    The completion of a pre-feasibility study for a further expansion of
100,000 tonnes per month is progressing well and is expected to be completed
in Q1 2008, for audit by external qualified persons in Q2 2008. The
pre-feasibility study considers the development of a vertical shaft (R1
vertical) to a depth of approximately 1,000 metres below surface to access the
down dip extension of the Rietkuil pay shoot.

    Resource Delineation Drilling: A total of 88,435 metres of drilling has
been completed for the nine months ended September 30, 2007. The primary focus
of the drilling campaign at Rietkuil and Dominion is to increase the indicated
resource base for the planned expansion program.

    Sample analysis of the drill holes has been constrained due to a lack of
accredited laboratories. The externally operated and managed laboratory, which
has been commissioned on site, has been successful in decreasing the backlog
of samples. It is anticipated that sample analysis will normalize by the end
of the year.

    Honeymoon Uranium Project

    The Honeymoon ISL Uranium Project is located in the north-eastern section
of the State of South Australia, approximately 75 kilometres northwest of
Broken Hill.
    In order to minimize an increase in capital expenditures, a design review
was implemented that may result in a reversion to mixer settler technology
from pulse column technology. A decision to change service providers was also
implemented whereby the Corporation will use its in-house project delivery
team to coordinate the design and to engineer the entire project. At the end
of September 2007, the redesign of the Honeymoon Project was progressing and
the new plant layout is expected to be finalized in Q4 2007. As a result of
these changes, it is expected that production will commence before the end of
2008.
    Initial production from the Honeymoon Project in 2008 is estimated to be
50,000 pounds of U(3)O(8).

    Hobson and La Palangana

    On August 10, 2007 Uranium One completed the purchase of all of the
outstanding shares of EMC. The Hobson ISR Uranium Processing Facility and the
La Palangana Uranium Project are the principal assets acquired in the
transaction.
    Initial production from Hobson and La Palangana in 2008 is estimated to
be 35,000 pounds of U(3)O(8).
    The Hobson Facility is a uranium in-situ recovery ("ISR") processing
facility located in Texas. Refurbishment of the plant is currently underway
and includes plans to increase capacity to over 1 million pounds of U(3)O(8)
per year. At this time, the recommissioning of the Hobson Facility remains on
schedule. The schedule for initial production of U(3)O(8) is directly tied to
the licensing and development of the La Palangana Uranium Project, expected to
take place by the end of 2008.
    The La Palangana Uranium Project is an ISR uranium deposit located in
close proximity to the Hobson Facility. Uranium bearing resins from the La
Palangana satellite ion exchange plant will be shipped to the Hobson Facility
for further processing into U(3)O(8). Uranium One is continuing with a
drilling program that was in place prior to acquisition of the property, to
develop an area of the deposit to commence production and to conduct
exploration drilling on other areas of the property.

    Shootaring Mill and Associated Uranium Properties

    On April 30, 2007, Uranium One completed the purchase of the Shootaring
Mill in Utah, an acid leach facility with 750 tons per day throughput
capacity.
    In addition to the mill, a land package comprising approximately
38,000 acres of uranium exploration properties in Utah, Wyoming, Arizona and
Colorado and a substantial database of geological information were acquired.
    A mill assessment by an independent firm commenced in September 2007.
Reports on the assessment of systems and cost of refurbishment are expected in
Q4 2007; however, refurbishment cannot begin until the application to change
the license to operational status has been accepted.
    Airborne survey data on properties acquired in the EMC transaction have
focused on exploration, enabling drilling programs to be designed for these
properties. Pre-feasibility studies have been initiated on two additional
properties that could feed the Shootaring Mill.

    Powder River Basin, Wyoming

    The Powder River Basin in Wyoming hosts several of the Corporation's
uranium resources. The most advanced project in the Powder River Basin is the
Moore Ranch Project. Moore Ranch has a NI 43-101 compliant measured resource
suitable for ISR extraction. On October 3, the Corporation submitted an
application to the U.S. Nuclear Regulatory Commission ("NRC") for a license to
construct and operate an in situ uranium recovery facility at Moore Ranch, the
first application of its kind received by the NRC since 1988. The application
contains plans for uranium extraction at a rate of a nominal one million
pounds per year from the Moore Ranch well fields, with construction of a
central processing plant with capacity of two million pounds per year
expandable to four million pounds per year. Construction of the full central
plant may not immediately be necessary due to a toll-processing agreement with
a subsidiary of Cameco Corporation, executed on August 21, 2007. Under the
toll-processing agreement, the Corporation may transport uranium bearing ion
exchange resin from any of its Wyoming projects to Cameco's Wyoming processing
plant for elution and conversion to dried uranium concentrate. Processing
charges will be either a cash fee, or a percentage of the dried concentrates.
    Other Powder River Basin properties where delineation drilling and
environmental data collection for permitting purposes are ongoing, include the
Ludeman, Allemand-Ross, Peterson, and Barge projects.

    Aflease Gold Limited

    Uranium One owns 70% of Aflease Gold. Aflease Gold's principal property
is the Modder East Gold Project in the East Rand gold fields of South Africa's
Witwatersrand Basin. Aflease Gold is solely responsible for funding the
development of its assets, including the Modder East Gold Project.

    Modder East Gold Project

    The Modder East Gold Project is located approximately 30 kilometres east
of Johannesburg, South Africa. Project construction commenced in May 2006 and
has advanced significantly, with the infrastructure required for development
operations in place.
    The revision of the Modder East feasibility study was audited by SRK
Consulting and approved by the board of Aflease Gold in Q3 2007. The revised
feasibility shows a major improvement in net present value and internal rate
of return for the project. Development is progressing and construction and
infrastructure development activities are continuing, with the first gold pour
expected to take place in the third quarter of 2009.
    Total project expenditure to date amounts to $13.1 million.

    Exploration Projects

    The Corporation is exploring its other properties and has current
exploration programs in progress on its properties in the western United
States, Canada, South Africa, Australia and the Kyrgyz Republic.

    Selected Financial Information

    The Corporation's interim consolidated financial statements and the
financial data set out below have been prepared in accordance with Canadian
GAAP. Uranium One and its operating subsidiaries use the United States dollar,
the South African rand, the Australian dollar and the Canadian dollar as
measurement currencies.

    
                          Three Months Ended           Nine Months Ended
    (US dollars in    September 30,  October 31,  September 30,  October 31,
    thousands except      2007          2006          2007          2006
    per share amounts)     $             $             $             $
                     -------------------------------------------------------
    Revenues                 8,019         4,193        73,014        21,498
    Net (loss)/
     income                (17,257)       25,912       (22,980)      (18,321)
    Cash flows (to)/
     from operating
     activities                917          (841)       30,406         3,236
    (Loss)/profit
     per share               (0.04)         0.12         (0.07)        (0.08)
    Adjusted net
     (loss)/
     profit(1)             (15,248)         (988)       (6,194)       (2,619)
    Average realized
     uranium price
     (per lb of U(3)O(8))      115            42            79            39

    Sales volume
     (lbs of U(3)O(8))
     (Corporation's
     share)             70,000 lbs    99,200 lbs   919,200 lbs   515,000 lbs
    Production volume
     (lbs of U(3)O(8)
     (Corporation's
     share)            463,000 lbs   513,000 lbs 1,403,200 lbs 1,380,300 lbs

    Average U(3)O(8)
     spot price
     per lb                     96            55           102            47

    (1) Net loss for the three months ended September 30, 2007 has been
        adjusted to exclude a $2.0 million unrealized exchange loss
        ($26.9 million exchange gain for the three months ended October 31,
        2006, $16.8 million exchange loss for the nine months ended
        September 30, 2007 and $15.7 million exchange loss for the nine
        months ended October 31, 2006) on the translation of future income
        tax liabilities in respect of the Corporation's investment in
        Kazakhstan for the movement of the local currency against the US
        dollar. Adjusted net earnings/loss is a non-GAAP measure used to
        provide investors with additional information about the Corporation's
        performance. Accordingly, it should be considered as supplemental in
        nature and should not be considered in isolation or as a substitute
        for measured performance prepared in accordance with GAAP.

    Results of Operations and Discussion of Financial Position

    Summary of Quarterly Results

    -------------------------------------------------------------------------
                      Sept 30 2007  June 30 2007   Mar 31 2007 Dec 31 2006(2)
    -------------------------------------------------------------------------
                          $(000's)      $(000's)      $(000's)      $(000's)
    -------------------------------------------------------------------------
    Revenue from
     uranium sales           8,019        23,265        41,730        46,256
    -------------------------------------------------------------------------
    Net (loss)/
     income for
     period                (17,257)      (13,694)        7,971        (6,228)
    -------------------------------------------------------------------------
    Basic and
     diluted
     (loss)/earnings
     per share               (0.04)        (0.04)         0.02         (0.01)
    -------------------------------------------------------------------------
    Total assets         5,710,605     4,247,176       999,950       971,618
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                       Oct 31 2006   Jul 31 2006   Apr 30 2006   Jan 31 2006
    -------------------------------------------------------------------------
                          $(000's)      $(000's)      $(000's)      $(000's)
    -------------------------------------------------------------------------
     Revenue from
      uranium sales          4,193         2,922        14,383         6,202
    -------------------------------------------------------------------------
     Net (loss)/
      income for
      period                25,912       (32,165)      (12,068)       (5,502)
    -------------------------------------------------------------------------
     Basic and
      diluted
      (loss)/earnings
      per share               0.12         (0.15)        (0.03)        (0.01)
    -------------------------------------------------------------------------
     Total assets          949,530       951,025       810,086       683,418
    -------------------------------------------------------------------------

    Notes:
    ------
        1.    The basic and diluted earnings/loss per share is computed
              separately for each quarter presented and therefore may not sum
              to the December 31, 2006 five month period.
        2.    The December 31, 2006 quarter consists of a 2 month period.
    

    Uranium revenues are recorded upon delivery of product to utilities and
intermediaries and do not occur evenly throughout the year. Timing of
deliveries is usually at the contracted discretion of customers. Changes in
revenues, net earnings/loss and cash flow are therefore affected primarily by
fluctuations in delivery of product from quarter to quarter as well as by
changes in the price of uranium.
    Operating expenses are directly related to revenues and are lower in
periods when revenues are lower. There is a corresponding build-up of
inventory in periods when revenues are lower. During Q3 2007, revenue from
sales was $8.0 million and cash production costs were $0.7 million or
approximately $9 per pound of U(3)O(8) sold. During Q3 2006, sales were
$4.2 million and cash production costs were $1.4 million or $14 per pound of 
U(3)O(8) sold. The average depletion per pound of U(3)O(8) sold in Q3 2007 was
$15 per pound of U(3)O(8) sold, compared to $12 per pound of U(3)O(8) sold in
Q3 2006.
    During Q3 2007 the Corporation recorded a net foreign exchange gain of
$10.7 million, mainly as a result of the weakening of the US dollar against
other currencies. The gain of $10.7 million resulted from a gain of
$12.7 million, offset by a loss of $2.0 million. The gain of $12.7 million
arose on the translation of foreign assets, denominated in other currencies
which appreciated against the US dollar. The unrealized foreign exchange loss,
resulting from a strengthening of the Kazakhstan tenge against the US dollar
by 0.38% during the quarter, resulted in a $2.0 million loss on translation of
future income tax liabilities arising from the purchase of assets in
Kazakhstan.
    The following table shows the production, sales and production costs
trends over the prior eight quarterly periods. The interest in the Akdala
Uranium Mine was acquired in November 2005.

    
    -------------------------------------------------------------------------
    (all figures are      3 months      3 months      3 months      2 months
    the Corporation's        ended         ended         ended         ended
    attributable           Sept 30       June 30        Mar 31        Dec 31
    share)                    2007          2007          2007          2006
    -------------------------------------------------------------------------
                               lbs           lbs           lbs           lbs
    -------------------------------------------------------------------------
    Production of
     U(3)O(8) in lbs       463,000       452,200       488,000       426,500
    -------------------------------------------------------------------------
    Sales of U(3)O(8)
     in lbs                 70,000       244,200       605,000       881,000
    -------------------------------------------------------------------------
                             $             $             $             $
    -------------------------------------------------------------------------
    Sales (000's)            8,019        23,265        41,730        46,256
    -------------------------------------------------------------------------
    Sales $/lb of
     U(3)O(8) sold             115            95            69            53
    -------------------------------------------------------------------------
    Operating expenses
     (000's)                   660         2,058         7,043         7,872
    -------------------------------------------------------------------------
    Operating expenses
     $/lb of U(3)O(8) sold       9             8            12             9
    -------------------------------------------------------------------------
    Depletion and
     depreciation (000's)    1,067         2,024         4,859         7,240
    -------------------------------------------------------------------------
    Depletion and
     depreciation $/lb
     of U(3)O(8) sold           15             8             8             8
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
    (all figures are      3 months      3 months      3 months      3 months
    the Corporation's        ended         ended         ended         ended
    attributable            Oct 31        Jul 31        Apr 30        Jan 31
    share)                    2006          2006          2006          2006
    -------------------------------------------------------------------------
                               lbs           lbs           lbs           lbs
    -------------------------------------------------------------------------
    Production of
     U(3)O(8) in lbs       513,100       478,400       388,800       325,700
    -------------------------------------------------------------------------
    Sales of U(3)O(8)
     in lbs                 99,200        70,000       380,000       361,000
    -------------------------------------------------------------------------
                             $             $             $             $
    -------------------------------------------------------------------------
    Sales (000's)            4,193         2,922        14,383         6,202
    -------------------------------------------------------------------------
    Sales $/lb of
     U(3)O(8) sold              42            42            38            17
    -------------------------------------------------------------------------
    Operating expenses
     (000's)                 1,417         1,630         3,863         2,560
    -------------------------------------------------------------------------
    Operating expenses
     $/lb of U(3)O(8) sold      14            23            10             7
    -------------------------------------------------------------------------
    Depletion and
     depreciation (000's)    1,209         3,294           976           837
    -------------------------------------------------------------------------
    Depletion and
     depreciation $/lb
     of U(3)O(8) sold           12            47             3             2
    -------------------------------------------------------------------------
    

    Three Months Ended September 30, 2007

    Uranium sales and operating costs

    Sales attributable to the Corporation during Q3 2007 amounted to
approximately 70,000 pounds of U(3)O(8) (26,900 kg U). The Corporation's
attributed share of revenue from those sales amounted to $8.0 million.
Earnings from mining operations were $6.3 million after the deduction of
operating expenses of $0.7 million and depreciation and depletion charges of
$1.1 million. Attributable sales in Q3 2006 amounted to approximately 99,200
pounds of U(3)O(8) (38.1 tonnes U). The related revenue from those sales
amounted to $4.2 million. Earnings from mining operations were $1.6 million
after the deduction of operating expenses of $1.4 million and depletion costs
of $1.2 million.
    The average unit price received for sales in Q3 2007 was $115 per pound
of U(3)O(8). The average price obtained in Q3 2006 was $42 per pound of 
U(3)O(8). The spot price of uranium at September 30, 2007 was $96 per pound of
U(3)O(8), compared to a spot price of $60 per pound of U(3)O(8) at October 31,
2006.
    Sales in Q3 2007 are lower than expected as the majority of the
deliveries scheduled for Q3 2007 were deferred by the customers until Q4 2007.
Timing of deliveries is usually at the contracted discretion of customers.

    General and administration costs

    General and administrative cost for Q3 2008 are not comparable to Q3
2006, due to the significant changes in the Corporation in the current
financial year, most notably, the transaction between Uranium One and UrAsia
Energy in Q2 2007 and the acquisition of EMC during Q3 2007. The expense for
Q3 2006 therefore represents the expense for UrAsia Energy only, while the
expense in Q3 relates to the combined operations of Uranium One, UrAsia Energy
and EMC.
    General and administration expenses, including stock-based compensation
expenses of $15.5 million, amounted to $29.0 million for Q3 2007, compared to
$2.3 million for Q3 2006, including stock-based compensation of $1.1 million.
The comparative expense for Q3 2006 relates to the costs of UrAsia Energy,
while expenses in Q3 2007 include the combined costs of UrAsia Energy, Uranium
One and EMC (from August 10, 2007). Higher administrative costs largely relate
to the substantial increase in size of operations resulting from acquisition
activities and growth. In addition to the growth in the combined
administration activity internationally, integration activities required
considerably greater travel and accommodation than normal, and salaries and
wages increased as a result of an increase in the number of employees.
Expenses also increased due to the Corporation incurring professional fees and
administrative costs associated with the preparation of an application to list
Uranium One's common shares on the London Stock Exchange.
    Stock-based compensation expenses are estimated using the Black scholes
option pricing model. The price at which the options were issued, as well as
the remaining term of the options, also affects the fair value of the options
and therefore the expense incurred. In both the Uranium One/UrAsia Energy
transaction and the EMC transaction, the market price of Uranium One's shares
on date of acquisition was, in most instances, higher than the exercise price
of the unvested options acquired. This, combined with the volatility of
Uranium One's share price around the time of the transactions, attributed
materially to high fair values attributed to these options. As most of these
options were issued some time before the dates of the acquisitions, their
vesting periods from the date of the transactions are also relatively short.
The stock based compensation expense is recorded using a graded vesting
schedule and the expense is therefore heavily weighted towards the earlier
part of the vesting period. The combined effect of these factors was that the
stock-based compensation expense incurred during Q3 2007, was exceptionally
high. The expense is expected to return to normal levels over subsequent
quarters.

    Exploration

    Exploration expenditure in Q3 2007 of $5.6 million related to exploration
programs being undertaken on the Corporation's license areas in the United
States, South Africa, Canada, Australia and the Kyrgyz Republic. During Q3
2006 exploration expenditures totalling $1.8 million related to properties in
the Kyrgyz Republic only.

    Interest income and expense

    Interest income amounted to $6.0 million for Q3 2007, compared to
$2.2 million for Q3 2006. In addition to the interest earned on loans to joint
ventures, interest is earned on funds held on deposit by the Corporation.
Additional interest income is attributable to an increase in cash and short
term investments acquired in the acquisition of EMC.
    Interest expense for Q3 2007 relates to $2.1 million on the short term
loans from Nedcor Securities, the interest expense related to convertible
debentures of $3.7 for Q3 2007 ($NIL - Q3 2006) and interest on other long
term debt of $0.1 million for Q3 2007 ($NIL - Q3 2006). The Nedcor Securities
loans were repaid in September 2007.

    Dilution gain

    Dilution gains or losses occur when the percentage of equity held in
Aflease Gold by Uranium One's wholly-owned subsidiary, Uranium One Africa
Limited ("Uranium One Africa"), decrease. Such decreases occur when shares in
Aflease Gold are issued to shareholders other than Uranium One Africa. During
Q3 2007, issuances of shares to outside shareholders resulted in a dilution
gain of $0.9 million. As a result of the acquisition of EMC during Q3 2007,
Uranium One's interest in Aflease Gold increased from 67.61% to 69.83%, as EMC
held 11.5 million shares of Aflease Gold. There was no dilution gain or loss
in the comparative period for the prior year.

    Foreign exchange gain/loss

    The foreign exchange gain during Q3 2007 amounted to $10.7 million and
consisted of an unrealized gain of $12.7 million on the translation of foreign
held assets arising from the weakening of the US dollar against other
currencies, offset by a $2.0 million loss consisting primarily of an
unrealized exchange loss arising from translation of the future income tax
liability in respect of the Corporation's investment in Kazakhstan which
increased as result of a weakening of the Kazakhstan tenge against the US
dollar in the quarter. In Q3 2006, a foreign exchange loss of $27.0 million
was recorded.

    Income taxes

    Current income tax expense for Q3 2007 was $2.0 million and represents
taxes paid and payable in Kazakhstan on profits from the Corporation's Akdala
Uranium Mine. In Q3 2006 a $1.1 million tax expense was recorded for the
Akdala Uranium Mine.
    The future income tax recovery during Q3 2007 of $0.7 million arises from
a reduction in the future income tax liability related to the acquisition of
assets through the purchase of participating interests in the joint ventures
in Kazakhstan. In Q3 2006 a recovery of future income taxes of $0.4 million
was recorded related to a reduction in future income tax liability.

    Non-controlling interest

    Non-controlling interest relates to Uranium One Africa's 70% ownership of
its subsidiary company, Aflease Gold.

    Net loss for the period

    The net loss for Q3 2007 amounted to $17.3 million or $0.04 per share,
compared to net income of $25.9 million or $0.12 per share in Q3 2006.

    Nine Months Ended September 30, 2007

    Uranium sales and operating costs

    Revenue from uranium sales attributable to the Corporation during the
nine months ended September 30, 2007 amounted to $73.0 million for
approximately 919,200 pounds of U(3)O(8) (353.5 tonnes U) sold. Earnings from
mining operations were $55.3 million after the deduction of operating expenses
of $9.8 million and depreciation and depletion charges of $8.0 million.
Revenue from attributable uranium sales during the nine months ended
October 31, 2006 amounted to $21.5 million for approximately 515,000 pounds of
 U(3)O(8) (198.0 tonnes U) sold. Earnings from mining operations were
$7.6 million after deduction of operating expenses of $8.4 million and
depreciation and depletion costs of $5.5 million.
    The average unit price received for sales in the nine month period ended
September 30, 2007 was $79 per pound of U(3)O(8). The average price obtained
in the nine months ended October 31, 2006 was $39 per pound of U(3)O(8).
    Operating expenses for the nine month period ended September 30, 2007
were $9.8 million or approximately $11 per pound of U(3)O(8) sold. Operating
expenses during the nine months ended October 31, 2006 were $8.4 million or
$15 per pound of U(3)O(8) sold. The average unit cost of depletion was $9 per
pound of U(3)O(8) sold in the nine months ended September 30, 2007, compared
to $10 per pound of U(3)O(8) sold in the nine months ended October 31, 2006.

    General and administration costs

    General and administration expenses, including stock-based compensation
expenses of $28.6 million, were $52.3 million for the nine months ended
September 30, 2007, compared to $9.5 million for the nine months ended
October 31, 2006 (including stock based-compensation of $6.1 million). The
comparative amount for the nine months ended October 31, 2006 includes general
and administration costs for UrAsia Energy only. General and administration
costs for the nine months ended September 30, 2007 are in line with
expectations and are mainly due to an increase in size of operations arising
from combining the operations of Uranium One and UrAsia Energy and the
acquisition of EMC in Q3 2007. Additionally the expenses increased as a result
of the need to increase staffing requirements because of the growth of the
Corporation and increased activity related to the acquisition of EMC.
Increased costs also related to the preparation of an application for the
listing of Uranium One's common shares on the London Stock Exchange.

    Exploration

    Exploration expenditure in the nine month period ended September 30, 2007
of $12.0 million related to exploration programs being undertaken on the
Corporation's exploration properties in the United States, South Africa,
Canada, Australia, and the Kyrgyz Republic. During the nine months ended
October 31, 2006, exploration expenditures totalling $4.4 million related to
properties in the Kyrgyz Republic only.

    Interest income and expense

    Interest income amounted to $11.6 million for the nine months ended
September 30, 2007, compared to $6.0 million for the nine months ended
October 31, 2006. The increase in interest results from interest earned on the
loans to joint ventures and an increase in cash and short term investments
held during the period.
    Interest expense relates to $6.0 million for interest paid on convertible
debentures (2006 - $Nil) and $2.4 million (2006 - $Nil) for interest on loans
payable to Nedcor of and other short term debt. The Nedcor Securities loans
were repaid in September 2007.

    Dilution gain

    During the nine month period ended September 30, 2007 Uranium One
Africa's interest in Aflease Gold decreased from 71.36% to 69.83% resulting in
a net dilution gain of $0.6 million.

    Foreign exchange gain/loss

    The foreign exchange loss during the nine months ended September 30, 2007
amounted to $2.7 million, which includes an unrealized loss of $16.8 million
arising from the strengthening of the Kazakhstan tenge against the US dollar
during the period ($15.7 million loss in nine months ended October 31, 2006),
that was offset by a realized gain of $14.1 million (October 31, 2006 -
$1.6 million) on translation of normal transactions and asset and liability
revaluations.

    Income taxes

    The current income tax expense for the nine months ended September 30,
2007 was $22.3 million. The income tax expense represents taxes paid and
payable in Kazakhstan on income from the Akdala Uranium Mine. For the nine
months ended October 31, 2006, a tax expense of $5.7 million was recorded for
the Akdala Uranium Mine.
    Future income tax recovery of $5.1 million was recorded for the nine
months ended September 30, 2007, compared to $2.1 million for the nine months
ended October 31, 2006. A recovery of future income tax has been recorded, as
the mineral property asset to which it relates has been depleted.

    Non-controlling interest

    The non-controlling interest relates to Uranium One Africa's 70%
ownership of its subsidiary company, Aflease Gold. The non-controlling
interest's share of the net loss for the nine months ended September 30, 2007
was $0.8 million.

    Net loss for the period

    The net loss for the nine months ended September 30, 2007 amounted to
$23.0 million or $0.07 per share, compared to a net loss of $18.3 million or
$0.08 per share for the nine months ended October 31, 2006.

    Financial Condition

    On September 30, 2007, the Corporation had cash and cash equivalents of
$284.6 million, compared to $61.8 million at December 31, 2006. The increase
is mainly due to the addition of $291.1 million in cash and cash equivalents
when the assets of Uranium One and UrAsia Energy were combined and an increase
in $91.8 million in cash and cash equivalents included in the assets acquired
from EMC.
    Inventories increased by $14.4 million over the amount held at
December 31, 2006, due to the build-up of uranium concentrates and solutions
and concentrates in process on hand as well as an increase in material and
supplies. As at September 30, 2007 the Corporation had attributable inventory
of 1.0 million pounds of U(3)O(8) of which approximately 0.8 million pounds is
saleable product. Virtually all the inventory on hand as at September 30,
2007, were for deliveries under committed sales contracts subsequent to
quarter end.
    Loans receivable from Betpak Dala of $62.6 million plus interest of
$0.9 million were repaid during the nine months ended September 30, 2007. The
Corporation advanced $32 million to Kyzylkum during the period for development
of the Kharasan Uranium Project.
    Mineral interests, plant and equipment increased when compared to the
balance sheet at December 31, 2006 due to the UrAsia/Uranium One business
combination and the addition of $2.4 billion in Uranium One mineral interests,
plant and equipment to UrAsia Energy's assets. The acquisition of EMC in Q3
2007 resulted in a further increase in mineral interests of $1.5 billion.
Other increases were attributable as to $103.7 million to the acquisition of
the Shootaring Mill and exploration properties from U.S. Energy and to
additions to plant and equipment of $167.5 million during the nine month
period. Goodwill of $243.3 million was recorded as a result of the acquisition
of the Uranium One assets of which $112.9 million has been allocated to
Aflease Gold and $130.4 million has been allocated to the Dominion Uranium
Mine. Allocation of the excess purchase price to Uranium One assets acquired
and to goodwill is subject to change. A valuation report is being prepared and
will be the basis of the final allocation.
    The increase in current liabilities from December 31, 2006 can be
attributed to an increase in accounts payable and accrued liabilities
resulting from increased costs due to growth and to the costs of the business
combination and an increase in taxes payable in Kazakhstan due to the profits
from the Akdala Uranium Mine.
    Long term liabilities increased by $1.6 billion from December 31, 2006.
Of this amount, $134.9 million results from the business combination and the
recording of convertible debentures that were issued by Uranium One in
December 2006. Asset retirement obligations increased by $18.5 million. Future
income tax liabilities increased by $1.5 billion as a result of assets
acquired in the business combinations.
    Shareholders' equity increased by $3.0 billion from December 31, 2006,
the largest component of the increase was share capital which increased by
$2.9 billion from December 31, 2006. The increase consists of $1.7 billion
from shares issued for the acquisition of all of the shares of UrAsia Energy;
$1.0 billion from shares issued for the acquisition of all of the shares of
EMC; $99.4 million from shares issued for the acquisition of the U.S Energy
assets; $4.0 million for services; and $44.0 million for the exercise of
options, warrants and restricted shares.
    Other contributions to the increases in shareholders' equity were the
increase in contributed surplus of $97.7 million. Increases in contributed
surplus were a result of stock-based compensation of which $62.0 million
related to the fair value of options, restricted shares and warrants acquired
in the business combination with UrAsia Energy; $35.3 million related to the
fair value of options acquired in the business combination with EMC;
stock-based compensation expense of $28.6 million recorded for the period and
a reduction of $27.2 million for options and restricted shares exercised.
Other increases in shareholder's equity are a result of the equity component
of the convertible debentures acquired from Uranium One of $46.5 million and
$35.3 million in accumulated other comprehensive income mainly from foreign
currency translation of foreign operations.
    Shareholders' equity was reduced by the net loss of $23.0 million
($0.07 per share) for the nine month period ended September 30, 2007.

    Liquidity and Capital Resources

    At September 30, 2007 the Corporation had working capital of
$303.3 million. Included in this amount are cash and cash equivalents of
$284.6 million, including the proportionate share of the Corporation's cash
and cash equivalents at its joint venture operations in Kazakhstan and cash
held by Aflease Gold. The interest earned on these cash balances will be
applied to existing commitments in respect of the Kharasan Uranium Project,
the Dominion Uranium Mine, the Honeymoon Uranium Project and other current
commitments.
    The Corporation anticipates that it has sufficient liquidity and capital
resources to meet the Corporation's approved development plans and corporate
costs for the next twelve months. Please refer to "Commitments and
Contingencies"
    The Corporation earns revenue from the sale of uranium from the operating
Akdala Uranium Mine in Kazakhstan. Additional sales revenue will be earned
from uranium sales when the South Inkai and Kharasan Uranium Projects in
Kazakhstan, the Dominion Uranium Mine in South Africa and the Honeymoon
Uranium Project in Australia reach commercial production.
    Uranium is sold under forward long-term delivery contracts. All such
contracted deliveries are planned to be filled from the Corporation's mining
operations. The ability to deliver contracted product is therefore dependent
upon the continued operation of the mining operations as planned.
    Should Uranium One be required to provide funds to support the
development of any of the Corporation's projects, prospective sources of
additional funding include equity financing, debt financing, the sale of
non-core assets and the proceeds from the exercise of stock options and
warrants. Uranium One's ability to raise capital is highly dependent on the
commercial viability of its projects and the underlying prices of uranium.
    Declines in the market price for uranium and the current sulphuric acid
shortage in Kazakhstan may negatively impact Uranium One's ability to raise
additional funding. Sales contracts have been negotiated for 45% of the
worldwide planned production for 2008 to 2010 including 81% of the planned
production from 2008 to 2010 from the Akdala Mine and the South Inkai Project;
24% of the Dominion Uranium Mine's planned production from 2008 to 2010; 20% 
of the planned production from the Kharasan Project for 2008 to 2014; 40% of
the Honeymoon Uranium Project's planned production from 2008 to 2014 and 6% of
planned production through 2015 from the Hobson Facility. Open executed
contracts for sales from Betpak Dala represent future sales of approximately
32.1 million pounds of U(3)O(8). (22.5 million pounds attributable). The
Corporation has negotiated floor price protection in certain of its sales
contracts, but there are no other mechanisms in place to manage exposure to
price fluctuations. Sales contracts for 71% of forecasted production for 2008
of 4.6 million pounds of U(3)O(8) have been negotiated.
    Other risk factors, for instance, the Corporation's ability to develop
its projects into commercially viable mines, international uranium industry
competition, public acceptance of nuclear power and governmental regulation,
can also adversely affect Uranium One's ability to raise additional funding.
There is no assurance that additional sources of funding, if required, will be
forthcoming. Please refer to "Risks and Uncertainties".
    During Q3 2007 there have been no material changes in the specified
contractual obligations identified in Uranium One's Management's Discussion
and Analysis for the year ended December 31, 2006 that are outside the
ordinary course of Uranium One's business.
    Aflease Gold is not funded by Uranium One and has up to now funded itself
by issuing shares through its listing on the JSE. Aflease Gold announced on
October 25, 2007 that it had secured commitments for subscriptions for
approximately $90 million of convertible bonds, due 2012, to international
institutional investors. The issuance of the bonds is subject to approval by
shareholders and the JSE.
    Aflease Gold committed $14.3 million towards the development of the
Modder East Gold Project as at September 30, 2007. Cash of $6.8 million and
the proceeds from the bond issue are expected to fund the further development
of the Modder East Gold Project. Further capital expenditure of
$109.4 million, for which no current commitments exist, will be required to
complete the construction of the Modder East Gold Project.

    Commitments and Contingencies

    Development of Uranium Projects

    Estimated capital expenditure, mostly towards the development of the
Dominion Uranium Mine, the South Inkai Uranium Project and the Kharasan
Uranium Project, of $51.0 million during Q4 2007 and $204.1 million during
2008, will be required to fund the construction capital expenditure of the
Corporation's uranium development projects.

    Acquisition of the Shootaring Mill

    Further payments due under the purchase agreement for the Shootaring Mill
and related uranium exploration properties are:

    
    -   $27.5 million depending on the achievement of certain production
        targets; and
    -   the payment of a royalty to U.S. Energy of 5% of the gross proceeds
        from the sale of commodities produced at the Mill, to a maximum
        amount of $12.5 million.
    

    Acquisition of interest in Betpak Dala

    A bonus payment is payable in cash based on uranium reserves discovered
on the South Inkai property in excess of 66,000 tonnes. The payment is based
on the Corporation's share of pounds of U(3)O(8) in excess of 66,000 tonnes
times the average spot price of U(3)O(8) times 6.25%. This payment is
initially to be calculated at the end of 2011 and each year thereafter, and
paid 60 days after the end of the year in which a payment is due. As security
for the bonus payments, the Corporation pledged its participatory interest in
Betpak Dala (including the shares of a subsidiary) and its share of uranium
products produced by Betpak Dala.

    Acquisition of interest in Kyzylkum

    A bonus payment is due upon commencement of commercial production. The
seller elected, under the terms of the arrangement, to receive 6,964,200
shares of Uranium One upon commencement of commercial production. An
additional bonus payment of 30% of 12.5% (being an effective 3.75%) of the
weighted average spot price of U(3)O(8) will be paid on incremental reserves
in excess of 55,000 tonnes of U(3)O(8) discovered during each fiscal year end,
with payments beginning within 60 days of the end of the 2008 calendar year.

    Off-balance Sheet Arrangements

    The Corporation has no off-balance sheet arrangements.

    Outstanding Share Data

    As of November 13, 2007, there were issued and outstanding 466,759,771
common shares and common share purchase warrants for 150,000 Series D warrants
exercisable at C$6.95 per warrant and 2,431,619 warrants exercisable at C$3.55
per warrant. Each warrant is exercisable for one common share of Uranium One.
In addition (as discussed under "Commitments and Contingencies"), a warrant
was issued in connection with the acquisition of the Corporation's interest in
Kyzylkum entitling the holder to acquire 6,964,200 shares in Uranium One for
no additional consideration upon commencement of commercial production from
the Kharasan Uranium Project.
    As of November 13, 2007, there were 21,260,464 stock options outstanding
under the Uranium One's stock option plan at exercise prices ranging from
C$1.09 to C$16.87 and 340,812 restricted shares outstanding.
    Uranium One has 155,250 convertible debentures outstanding, each
convertible to 50 common shares of Uranium One, representing 7,762,500 common
shares.

    Dividends

    There have been no dividend payments on the common shares of Uranium One.
Holders of common shares are entitled to receive dividends if, as and when
declared by the Board of Directors. There are no restrictions on Uranium One's
ability to pay dividends except as set out under its governing statute.

    Critical Accounting Policies and Estimates

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements,
and reported amounts of revenues and expenditures during the reporting period.
Note 2 to the Corporation's consolidated financial statements for the three
and nine months ended September 30, 2007 describes all of the Corporation's
significant accounting policies.

    New/Changes in Accounting Policies

    
    The Corporation's accounting policies have been consistently followed
except that the Corporation has adopted the following CICA standards effective
January 1, 2007:

    (a)    Sections 3855 - Financial Instruments - Recognition and
           Measurement

           Section 3855 requires that all financial assets except those
           classified as held to maturity, and derivative financial
           instruments, must be measured at fair value. All financial
           liabilities must be measured at fair value when they are
           classified as held for trading; otherwise, they are measured at
           cost. Investments classified as available for sale are reported at
           fair market value (or mark to market) based on quoted market
           prices with unrealized gains or losses excluded from earnings and
           reported as other comprehensive income or loss. Investments
           subject to significant influence are reported at cost and are not
           adjusted to fair market value.

    (b)    Section 3861 - Financial Instruments - Disclosure and Presentation

           Section 3861 establishes standards for the presentation of
           financial instruments and non-financial derivatives, and
           identifies the information that should be disclosed about them.
           The purpose of the section is to enhance financial statement
           users' understanding of the significance of financial instruments
           to an entity's financial position, performance and cash flows.

    (c)    Section 1530 - Comprehensive Income

           Comprehensive income is the change in the Corporation's assets
           that result from transactions, events and circumstances from
           sources other than the Corporation's shareholders and includes
           items that would not normally be included in net earnings such as
           unrealized gains or losses on available-for-sale investments.
           Other comprehensive income includes the holding gains and losses
           such as changes in currency adjustment relating to self-sustaining
           foreign operations; and the effective portion of gains or losses
           on derivatives designated as cash flow hedges or hedges or the net
           investment in self-sustaining foreign operations.

    The classification of the Corporation's financial instruments as at
January 1, 2007 and their subsequent changes to September 30, 2007 have
resulted in no material gains or losses that require separate presentation in
other comprehensive income.

    (d)    Section 3251 - Equity

           Section 3251 establishes standards for the presentation of equity
           and changes in equity during the reporting period. The adoption of
           this new standard by the Corporation is not expected to have a
           material impact.

    (e)    Section 1506 - Accounting Changes

           Section 1506: Accounting Changes, effective for fiscal years
           beginning on or after January 1, 2007 establishes standards and
           new disclosure requirements for the reporting of changes in
           accounting policies and estimates and the reporting of error
           corrections. CICA 1506 clarifies that a change in accounting
           policy can be made only if it is a requirement under Canadian GAAP
           or if it provides reliable and more relevant financial statement
           information. Voluntary changes in accounting policies require
           retrospective application of prior period financial statements,
           unless the retrospective effects of the changes are impracticable
           to determine, in which case the retrospective application may be
           limited to the assets and liabilities of the earliest period
           practicable, with a corresponding adjustment made to opening
           retained earnings.
    

    Risks and uncertainties

    The Corporation's operations and results are subject to various risks and
uncertainties. These include, but are not limited to, the following:
exploration and mining involves operational risks and hazards; mineral
resources and mineral reserves are estimates only; there is no certainty that
further exploration will result in new economically viable mining operations
or yield new reserves to replace and expand current reserves; Uranium One
cannot give any assurance that the South Inkai Uranium Project, Kharasan
Uranium Project, Dominion Uranium Mine, Honeymoon Uranium Project and Modder
East Gold Project will become operating mines; or when the Shootaring Mill,
the Hobson Uranium ISR Processing Facility or the La Palangana Uranium Project
will become fully operational; mineral rights and tenures may not be granted
or renewed on satisfactory terms and may be revoked, altered or challenged by
third parties; limited supply of desirable mineral lands for acquisition;
risks and problems associated with integrating acquisitions; competition in
marketing uranium and gold; in the case of uranium, competition from other
sources of energy and public acceptance of nuclear energy; volatility and
sensitivity to uranium and gold prices; the capital requirements to complete
the Corporation's current projects and expand its operations are substantial;
currency fluctuations; the Corporation's operations and activities are subject
to environmental risks; government regulation may adversely affect the
Corporation; the risks of obtaining and maintaining necessary licenses and
permits; risks associated with foreign operations including, in relation to
Kazakhstan, the risk that the sulphuric acid shortage continues for an
extended period of time and in relation to South Africa, economic, social and
political issues such as employment creation, black economic empowerment and
land redistribution, crime, corruption, poverty and HIV/AIDS; the Corporation
is dependent on key personnel; and potential conflicts of interest.
    Uranium One's risk factors are discussed in detail in its Annual
Information Form for the year ended December 31, 2006, which is available on
SEDAR at www.sedar.com, and should be reviewed in conjunction with this
document. UrAsia Energy's risk factors are discussed in detail in its Annual
Information Form for the year ended July 31, 2006 which is available on SEDAR
at www.sedar.com, and should be reviewed in conjunction with this document.

    Stock Option and Restricted Share Plans

    A significant contributing factor to Uranium One's future success is its
ability to attract and retain qualified and competent personnel. To accomplish
this, Uranium One adopted a stock option plan and a restricted share plan to
advance its interests by encouraging directors, officers and employees to have
equity participation in Uranium One.
    Under the stock option plan, options granted are non-assignable and may
be granted for a term not exceeding ten years. The aggregate maximum number of
common shares available for issuance under the stock option plan may not
exceed 7.2% of the common shares outstanding from time to time on a
non-diluted basis and the aggregate maximum number of common shares available
for issuance to non-employee directors under the plan may not exceed 1.0% of
the total number of common shares outstanding on a non-diluted basis.
    Under the restricted share plan, restricted share rights exercisable for
common shares of Uranium One at the end of a restricted period, for no
additional consideration, are granted by the Board of Directors in its
discretion to eligible directors, officers and employees. The aggregate
maximum number of common shares available for issuance under the restricted
share plan is capped at three million. The number of shares available for
issuance to non-employee directors may not exceed 0.5% of the total number of
common shares outstanding on a non-diluted basis.

    
    During Q3 2007 stock options and restricted share rights activity was as
follows:

    -   Pursuant to the business combination agreement with Uranium One,
        options that were outstanding in EMC at August 10, 2007 were
        exchanged for an equal number of options in Uranium One multiplied by
        1.15, at an exercise price equal to the exercise price of the options
        of EMC divided by 1.15. Accordingly, on closing of the EMC
        acquisition 8,362,546 options of Uranium One were granted to EMC
        option holders at prices ranging from C$1.15 to C$13.57 per share,
        with expiry dates ranging from November 30, 2009 to July 1, 2012.
    -   During Q3 2007 369,500 options were granted to directors and
        employees at a prices ranging from C$11.37 to C$14.32 per share, with
        expiry dates ranging from July 9, 2012 to September 19, 2012.
    -   654,954 options were exercised during Q3 2007 and 65,880 were
        forfeit.
    -   20,000 restricted shares were granted during Q3 2007 at a deemed
        price of $14.10 per share;
    -   16,585 restricted shares were exercised.
    

    Disclosure Controls and Procedures

    Disclosure controls and procedures are designed to provide reasonable
assurance that all relevant information is gathered and reported on a timely
basis to senior management, including Uranium One's President and Chief
Executive Officer and Chief Financial Officer, so that appropriate decisions
can be made regarding public disclosure. As at the end of the period covered
by this management's discussion and analysis, management evaluated the
effectiveness of the Corporation's disclosure controls and procedures as
required by Canadian securities laws.
    Based on that evaluation, the President and Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of the period
covered by this management's discussion and analysis, the disclosure controls
and procedures were effective to provide reasonable assurance that information
required to be disclosed in Uranium One's annual filings and interim filings
(as such terms are defined under Multilateral Instrument 52-109 -
Certification of Disclosure in Issuers' Annual and Interim Filings) and other
reports filed or submitted under Canadian securities laws is recorded,
processed, summarized and reported within the time periods specified by those
laws, and that material information is accumulated and communicated to
management including the President and Chief Executive Officer and Chief
Financial Officer as appropriate to allow timely decisions regarding required
disclosure.

    Internal Controls and Procedures

    The Corporation evaluated the design of its internal controls and
procedures over financial reporting as defined under Multilateral Instrument
52-109 for the five months ended December 31, 2006. Based on this evaluation,
the President and Chief Executive Officer and Chief Financial Officer have
concluded that the design of these internal controls and procedures over
financial reporting was effective.
    There have been no material changes in the Corporation's internal control
over financial reporting during the Corporation's nine month period ended
September 30, 2007 that have materially affected, or are reasonably likely to
materially affect, the Corporation's internal control over financial
reporting.

    Forward-Looking Statements

    This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains certain forward-looking statements.
Forward-looking statements include but are not limited to those with respect
to the price of uranium and gold, the estimation of mineral resources and
reserves, the realization of mineral reserve estimates, the timing and amount
of estimated future production, the timing of uranium processing facilities
being fully operational, costs of production, capital expenditures, costs and
timing of the development of new deposits, success of exploration activities,
permitting time lines, currency fluctuations, requirements for additional
capital, government regulation of mining operations, environmental risks,
unanticipated reclamation expenses, title disputes or claims and limitations
on insurance coverage and the timing and possible outcome of pending
litigation. In certain cases, forward-looking statements can be identified by
the use of words such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes" or variations of such
words and phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of the Corporation to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. Such risks and uncertainties include, among others, the actual
results of current exploration activities, conclusions of economic
evaluations, changes in project parameters as plans continue to be refined,
possible variations in grade and ore densities or recovery rates, failure of
plant, equipment or processes to operate as anticipated, possible continued
shortages of sulphuric acid in Kazakhstan, accidents, labour disputes or other
risks of the mining industry, delays in obtaining government approvals or
financing or in completion of development or construction activities, risks
relating to the integration of acquisitions, to international operations, to
prices of uranium and gold as well as those factors referred to in the section
entitled "Risk factors" in Uranium One's Annual Information Form for the year
ended December 31, 2006, and in the section entitled "Risks Factors" in UrAsia
Energy's Annual Information Form for the year ended July 31, 2006 which are
available on SEDAR at www.sedar.com, and which should be reviewed in
conjunction with this document. Although Uranium One has attempted to identify
important factors that could cause actual actions, events or results to differ
materially from those described in forward-looking statements, there may be
other factors that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
statements. Uranium One expressly disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except in accordance with applicable
securities laws.
    Readers are advised to refer to independent technical reports for
detailed information on the Corporation's material properties. Those technical
reports, which are available at www.sedar.com under Uranium One's profile, and
also under UrAsia Energy's profile, provide the date of each resource or
reserve estimate, details of the key assumptions, methods and parameters used
in the estimates, details of quality and grade or quality of each resource or
reserve and a general discussion of the extent to which the estimate may be
materially affected by any known environmental, permitting, legal, taxation,
socio-political, marketing, or other relevant issues. The technical reports
also provide information with respect to data verification in the estimation.
    This document and the Corporation's other publicly filed documents use
the terms "measured", "indicated" and "inferred" resources as defined in
accordance with National Instrument 43-101 - Standards of Disclosure for
Mineral Projects. United States investors are advised that while these terms
are recognized and required by Canadian regulations, the SEC does not
recognize them. Investors are cautioned not to assume that all or any part of
the mineral deposits in these categories will ever be converted into reserves.
In addition, "inferred resources" have a great amount of uncertainty as to
their existence and economic and legal feasibility and it cannot be assumed
that all or any part of an inferred mineral resource will be ever be upgraded
to a higher category. Investors are cautioned not to assume that all or any
part of an inferred resource exists or is economically or legally mineable.
Mineral resources are not mineral reserves and do not have demonstrated
economic viability.
    Historical estimates referred to herein and in the Corporation's other
publicly filed documents, as Russian C1 and C2 resources are derived from
Kazatomprom documents, an entity of the Government of Kazakhstan. Although
Russian C1 and C2 Resources do not meet Canadian Institute of Mining,
Metallurgy and Petroleum (CIM) standards on Mineral Resource and Reserve
definitions, they are considered relevant because of previous pilot plant
production, but should not be relied upon. The CIM resource definition which
most closely resembles C1 resources is that of Inferred Resources. However,
there is less confidence attributed to a C1 resource since a C1 resource is
estimated on the basis of a lower drill density than an inferred resource.
Scientific and technical information contained herein has been reviewed on
behalf of the Corporation by Mr. M.H.G. Heyns, Pr.Sci.Nat. (SACNASP), MSAIMM,
MGSSA, Senior Vice President Technical Services of the Corporation, a
qualified persons for the purposes of NI 43-101. Neither the Corporation nor
Mr. Heyns have not done sufficient work to classify the historical estimates
as current mineral resources or mineral reserves. The Corporation does not
intend to treat such historical estimates of mineral resources and mineral
reserves as a current estimate and the historical estimates should not be
relied upon.


    
    Uranium One Inc.
    Consolidated Balance Sheets
    As at September 30, 2007 and December 31, 2006
    (in United States dollars)

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    UNAUDITED                                            Sep 30,      Dec 31,
                                                           2007         2006
                                             Notes        $'000        $'000
    -------------------------------------------------------------------------
    ASSETS
    -------------------------------------------------------------------------
    Current assets
    -------------------------------------------------------------------------
    Cash and cash equivalents                    5      284,613       61,838
    -------------------------------------------------------------------------
    Restricted cash                                           -          500
    -------------------------------------------------------------------------
    Accounts and other receivables               6       29,261       49,186
    -------------------------------------------------------------------------
    Current portion of loans to
     joint ventures                            7.2       26,667       13,488
    -------------------------------------------------------------------------
    Inventories                                  8       26,417       12,044
    -------------------------------------------------------------------------
                                                        366,958      137,056
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Non-current assets
    -------------------------------------------------------------------------
    Mineral interests, plant and equipment       9    4,994,124      768,887
    -------------------------------------------------------------------------
    Goodwill                                     9      248,324            -
    -------------------------------------------------------------------------
    Loans to joint ventures                    7.2       30,745       39,850
    -------------------------------------------------------------------------
    Available for sale securities               10        7,324            -
    -------------------------------------------------------------------------
    Other assets                                11       63,130       25,825
    -------------------------------------------------------------------------
                                                      5,343,647      834,562
    -------------------------------------------------------------------------
    Total assets                                      5,710,605      971,618
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    LIABILITIES
    -------------------------------------------------------------------------
    Current liabilities
    -------------------------------------------------------------------------
    Accounts payable and accrued liabilities    12       61,158       12,947
    -------------------------------------------------------------------------
    Income taxes payable                                  2,523        1,018
    -------------------------------------------------------------------------
                                                         63,681       13,965
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Non-current liabilities
    -------------------------------------------------------------------------
    Convertible debentures                      13       134,903           -
    -------------------------------------------------------------------------
    Asset retirement obligations                14        21,331       2,856
    -------------------------------------------------------------------------
    Future income tax liabilities                      1,804,003     337,642
    -------------------------------------------------------------------------
    Long term debt                             7.1        12,000           -
    -------------------------------------------------------------------------
    Other long term payables                              14,110       1,466
    -------------------------------------------------------------------------
                                                       1,986,347     341,964
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Non-controlling interest                              10,444           -
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    SHAREHOLDERS' EQUITY
    -------------------------------------------------------------------------
    Share capital                               15     3,491,568     613,607
    -------------------------------------------------------------------------
    Contributed surplus                         16       129,002      31,286
    -------------------------------------------------------------------------
    Convertible debentures                       3        46,480           -
    -------------------------------------------------------------------------
    Deficit                                              (52,184)    (29,204)
    -------------------------------------------------------------------------
    Accumulated other comprehensive income                35,267           -
    -------------------------------------------------------------------------
                                                       3,650,133     615,689
    -------------------------------------------------------------------------
    Total shareholders' equity and liabilities         5,710,605     971,618
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Basis of presentation and principles of consolidation (note 2.1)
    Commitments and contingencies (note 4 & 21)
    Subsequent event (note 22)

    The accompanying notes form an integral part of these Unaudited Interim
    Consolidated Financial Statements.



    Uranium One Inc.
    Consolidated Statements of Operations and Deficit
    For the three and nine months ended September 30, 2007 and
    October 31, 2006
    (in United States dollars)

    -------------------------------------------------------------------------
                                    3 months ended            9 months ended
    -------------------------------------------------------------------------
    UNAUDITED                  Sep 30,      Oct 31,      Sep 30,      Oct 31,
                                 2007         2006         2007         2006
    -------------------------------------------------------------------------
                   Notes        $'000        $'000        $'000        $'000
    -------------------------------------------------------------------------
    Revenues                    8,019        4,193       73,014       21,498
    -------------------------------------------------------------------------
    Operating expenses           (660)      (1,417)      (9,761)      (8,405)
    -------------------------------------------------------------------------
    Depreciation and
     depletion                 (1,067)      (1,209)      (7,950)      (5,479)
    -------------------------------------------------------------------------
    Earnings from
     mine operations            6,292        1,567       55,303        7,614
    -------------------------------------------------------------------------
    General and
     administrative(1)        (28,992)      (2,294)     (52,326)      (9,520)
    -------------------------------------------------------------------------
    Exploration expense        (5,573)      (1,779)     (11,990)      (4,427)
    -------------------------------------------------------------------------
    Operating loss            (28,273)      (2,506)      (9,013)      (6,333)
    -------------------------------------------------------------------------
    Interest income             6,006        2,215       11,568        6,017
    -------------------------------------------------------------------------
    Interest expense           (5,909)           -       (8,906)           -
    -------------------------------------------------------------------------
    Dilution gain on
     disposal of
     investment                   872            -          551            -
    -------------------------------------------------------------------------
    Other income/
     (expense)                    567         (130)       1,955         (267)
    -------------------------------------------------------------------------
    Foreign exchange
     gain/(loss)      17       10,727       27,023       (2,684)     (14,087)
    -------------------------------------------------------------------------
    (Loss)/earnings
     before income
     taxes and non-
     controlling
     interest                 (16,010)      26,602       (6,529)     (14,670)
    -------------------------------------------------------------------------
    Current income
     tax expense               (1,961)      (1,069)     (22,336)      (5,728)
    -------------------------------------------------------------------------
    Future income
     tax recovery                 668          379        5,114        2,077
    -------------------------------------------------------------------------
    (Loss)/earnings
     before non-
     controlling
     interest                 (17,303)      25,912      (23,751)     (18,321)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Non-controlling
     interest                      46            -          771            -
    -------------------------------------------------------------------------
    Net (loss)/
     earnings                 (17,257)      25,912      (22,980)     (18,321)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    (1) - Stock
     option and
     restricted share
     expense (non-
     cash) included
     in general and
     administrative   16       15,477        1,099       28,587        6,073
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
    Basic (loss)/
     earnings per
     common share     19        (0.04)        0.12        (0.07)       (0.08)
    -------------------------------------------------------------------------
    Diluted (loss)/
     earnings per
     common share               (0.04)        0.12        (0.07)       (0.08)
    -------------------------------------------------------------------------
    Weighted average
     number of common
     shares
     outstanding -
     basic            19  422,308,439  217,164,830  324,894,474  217,164,830
    -------------------------------------------------------------------------
    Weighted average
     number of common
     shares
     outstanding -
     diluted          19  422,308,439  217,164,830  324,894,474  217,164,830
    -------------------------------------------------------------------------

    See accompanying notes to the Unaudited Interim Consolidated Financial
    Statements



    Uranium One Inc.
    Consolidated Statements of Changes in Equity
    For the three and nine months ended September 30, 2007
    (in United States dollars)

    -------------------------------------------------------------------------
    UNAUDITED

                                                                      Equity
                                                                component of
                                             Share  Contributed  convertible
                                           capital      surplus    debenture
    -------------------------------------------------------------------------
    Balance as at December 31, 2006        613,607       31,286            -
    -------------------------------------------------------------------------
    Net profit for the period                    -       13,110            -
    -------------------------------------------------------------------------
    Exercise of warrants                        82            -            -
    -------------------------------------------------------------------------
    Exercise of stock options and
     restricted shares                      42,802      (23,859)           -
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Uranium One Inc./UrAsia Energy Ltd
    business combination                 1,709,647       62,042       46,480
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    U.S. Energy Corp asset
    purchase consideration                  99,401            -            -
    -------------------------------------------------------------------------
    Shares issued for
     services rendered                       1,694            -            -
    -------------------------------------------------------------------------
    Unrealized gains recognized on
     translation of self sustaining
     foreign operations(1)                       -            -            -
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Balance as at June 30, 2007          2,467,233       82,579       46,480
    -------------------------------------------------------------------------
    Net loss for the period                      -       15,477            -
    -------------------------------------------------------------------------
    Exercise of warrants                     2,033       (1,035)           -
    -------------------------------------------------------------------------
    Exercise of stock options and
     restricted shares                       6,794       (3,326)           -
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Energy Metals Corporation asset
     purchase consideration              1,013,215       35,307            -
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Unrealized gains recognized on
     translation of self sustaining
     foreign operations                          -            -            -
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Shares issued for
     services rendered                       2,293            -            -
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Loss on available for sale
     securities, net of
     tax benefit (note 10)                       -            -            -
    -------------------------------------------------------------------------
    Balance as at September 30, 2007     3,491,568      129,002       46,480
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                       Accumulated
                                             other
                                     comprehensive
                                            income      Deficit        Total
    -------------------------------------------------------------------------
    Balance as at December 31, 2006              -      (29,204)     615,689
    -------------------------------------------------------------------------
    Net profit for the period                    -       (5,723)       7,387
    -------------------------------------------------------------------------
    Exercise of warrants                         -            -           82
    -------------------------------------------------------------------------
    Exercise of stock options and
     restricted shares                           -            -       18,943
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Uranium One Inc./UrAsia Energy Ltd
    business combination                         -            -    1,818,169
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    U.S. Energy Corp asset
    purchase consideration                       -            -       99,401
    -------------------------------------------------------------------------
    Shares issued for
     services rendered                           -            -        1,694
    -------------------------------------------------------------------------
    Unrealized gains recognized on
     translation of self sustaining
     foreign operations(1)                  (8,578)           -       (8,578)
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Balance as at June 30, 2007             (8,578)     (34,927)   2,552,787
    -------------------------------------------------------------------------
    Net loss for the period                      -      (17,257)      (1,780)
    -------------------------------------------------------------------------
    Exercise of warrants                         -            -          998
    -------------------------------------------------------------------------
    Exercise of stock options and
     restricted shares                           -            -        3,468
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Energy Metals Corporation asset
     purchase consideration                      -            -    1,048,522
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Unrealized gains recognized on
     translation of self sustaining
     foreign operations                     44,216            -       44,216
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Shares issued for
     services rendered                           -            -        2,293
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Loss on available for sale
     securities, net of
     tax benefit (note 10)                    (371)           -         (371)
    -------------------------------------------------------------------------
    Balance as at September 30, 2007        35,267      (52,184)   3,650,133
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) - This amount was incorrectly reported as $77,5 million at June 30,
          2007.


    Uranium One Inc.
    Consolidated Statements of Comprehensive Income
    For the three and nine months ended September 30, 2007
    (in United States dollars)

    -------------------------------------------------------------------------
    UNAUDITED                                          3 months     9 months
                                                          ended        ended
                                                         Sep 30,      Sep 30,
                                                           2007         2007
                                                          $'000        $'000
    -------------------------------------------------------------------------
                                             Notes        Total        Total
    -------------------------------------------------------------------------
    Net loss                                            (17,257)     (22,980)
    -------------------------------------------------------------------------
    Unrealized gains recognized on
     translation of self-sustaining
     foreign operations                                  44,216       35,638
    -------------------------------------------------------------------------
    Loss on available for sale securities,
     net of tax benefit                         10         (371)        (371)
    -------------------------------------------------------------------------
    Comprehensive income                                (26,588)      12,287
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    See accompanying notes to the Unaudited Interim Consolidated Financial
    Statements



    Uranium One Inc.
    Consolidated Statements of Cash Flows
    For the three and nine months ended September 30, 2007 and
    October 31, 2006
    (in United States dollars)

    -------------------------------------------------------------------------
    UNAUDITED                       3 months ended            9 months ended
    -------------------------------------------------------------------------
                               Sep 30,      Oct 31,      Sep 30,      Oct 31,
                                 2007         2006         2007         2006
    -------------------------------------------------------------------------
                   Notes        $'000        $'000        $'000        $'000
    -------------------------------------------------------------------------
    Net (loss)/
     earnings                 (17,257)      25,912      (22,980)     (18,321)
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Items not
     affecting cash:
    - Depreciation
      and depletion             1,067        1,209        7,950        5,479
    -------------------------------------------------------------------------
    - Accretion
      of asset
      retirement
      obligation      14          280            8          588           68
    -------------------------------------------------------------------------
    - Stock option
      expense         16       15,477        1,099       28,587        6,073
    -------------------------------------------------------------------------
    - Interest
      accrued on
      loans and
      debentures                3,707            -        5,226            -
    -------------------------------------------------------------------------
    - Unrealized
      foreign
      exchange (gain)
      /loss                    (1,545)     (27,885)      11,146       14,777
    -------------------------------------------------------------------------
    - Future
      income tax
      recovery                   (668)        (379)      (5,114)      (2,077)
    -------------------------------------------------------------------------
    - Non-controlling
      interest                    (46)           -         (771)           -
    -------------------------------------------------------------------------
    - Other                      (654)           -          856           78
    -------------------------------------------------------------------------
    Movement in
     working capital  18          556         (805)       4,918       (2,841)
    -------------------------------------------------------------------------
    Cash flows (to)/
     from operating
     activities                   917         (841)      30,406        3,236
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Acquisition of
     Uranium One
     Inc., net of
     acquisition
     cost              3            -            -      271,935            -
    -------------------------------------------------------------------------
    Acquisition of
     Energy Metals
     Corporation, net
     of acquisition
     cost                      82,410            -       82,410            -
    -------------------------------------------------------------------------
    Acquisition of
     interest in
     Betpak Dala                    -            -            -       (1,177)
    -------------------------------------------------------------------------
    Acquisition of
     interest in
     Kyzylkum                       -            -            -          (45)
    -------------------------------------------------------------------------
    Acquisition
     of mineral
     interests, plant
     and equipment            (82,770)     (14,332)    (167,494)     (23,820)
    -------------------------------------------------------------------------
    Advance cash
     payment for
     other assets              (1,331)      (2,409)      (5,644)     (11,035)
    -------------------------------------------------------------------------
    Joint Venture
     earn in payments
     received                     800            -          800            -
    -------------------------------------------------------------------------
    Restricted cash                 -            -         (500)      (2,500)
    -------------------------------------------------------------------------
    Cash advances to
     joint ventures    7            -       (4,500)     (22,400)     (23,913)
    -------------------------------------------------------------------------
    Cash proceeds from
     joint ventures    7            -            -       18,780            -
    -------------------------------------------------------------------------
    Cash flows (to)/
     from investing
     activities                  (891)     (21,241)     177,887      (62,490)
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Common shares
     issued, net                4,466          395       22,197      117,850
    -------------------------------------------------------------------------
    Shares issued by
     subsidiary to
     non-controlling
     shareholders                 161            -          499            -
    -------------------------------------------------------------------------
    Loans received             12,000            -       12,000            -
    -------------------------------------------------------------------------
    Short term
     loan repaid      18      (53,131)           -      (53,131)           -
    -------------------------------------------------------------------------
    Subscriptions for
     special warrants
     received by
     subsidiary                 6,072            -        6,072            -
    -------------------------------------------------------------------------
    Other                           -            -         (175)        (106)
    -------------------------------------------------------------------------
    Cash flows (to)/
     from financing
     activities               (30,432)         395      (12,538)     117,744
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Effects of
     exchange rate
     changes on cash
     and cash
     equivalents               16,738          836       27,020          836
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Net (decrease)/
     increase in cash
     and cash
     equivalents              (13,668)     (20,851)     222,775       59,326
    -------------------------------------------------------------------------
    Cash and cash
     equivalents at
     the beginning
     of the period            298,281      128,328       61,838       48,151
    -------------------------------------------------------------------------
    Cash and cash
     equivalents at
     the end of
     the period        5      284,613      107,477      284,613      107,477
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Supplemental cash flow information (note 18)

    See accompanying notes to the Unaudited Interim Consolidated Financial
    Statements



    Uranium One Inc.
    Notes to the Interim Consolidated Financial Statements
    as at September 30, 2007 and December 31, 2006
    UNAUDITED


    1   NATURE OF OPERATIONS

    Uranium One Inc. (previously sxr Uranium One Inc.) ("Uranium One") 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, Australia, the United States, Canada and the
    Kyrgyz Republic. Through Aflease Gold Limited ("Aflease Gold"), Uranium
    One is engaged in the development of the Modder East Gold Project in
    South Africa.

    Uranium One owns the Dominion Uranium Mine in South Africa and a 70%
    interest in the producing Akdala Uranium Mine in Kazakhstan. Uranium One
    is also developing the South Inkai Project, in which it owns a 70%
    interest and the Kharasan Project, in which it owns a 30% interest, both
    located in Kazakhstan. The Corporation owns the Honeymoon Uranium Project
    in Australia. In the United States, the Corporation owns the Shootaring
    Mill in Utah and the Hobson ISR Uranium Processing Facility in Texas. The
    Corporation also owns a large portfolio of uranium exploration properties
    in the western United States, South Australia, the Athabasca Basin of
    Saskatchewan, Canada and the Kyrgyz Republic.

    2   SIGNIFICANT ACCOUNTING POLICIES

    2.1 Basis of presentation and principles of consolidation

    The consolidated financial statements of Uranium One and its subsidiaries
    (collectively, the "Corporation") have been prepared by Uranium One in
    accordance with Canadian generally accepted accounting principles
    ("Canadian GAAP"). The preparation of the consolidated financial
    statements is based on accounting policies and practices consistent with
    those used in the audited financial statements of UrAsia Energy Limited
    ("UrAsia Energy") for the period ended December 31, 2006.

    The consolidated financial statements include the accounts of the
    Corporation and all of its subsidiaries and the proportionate share of
    its interests in joint ventures. All intercompany balances and
    transactions have been eliminated.

    Uranium One acquired all of the issued and outstanding shares of UrAsia
    Energy on April 20, 2007 (note 3). UrAsia Energy shareholders received
    0.45 Uranium One common shares for each UrAsia Energy common share. For
    accounting purposes, the transaction is treated as a reverse takeover
    whereby UrAsia Energy is considered the acquiring company as the
    shareholders of UrAsia Energy acquired a majority shareholding in Uranium
    One. The comparative consolidated balance sheet as at December 31, 2006
    and the consolidated statements of operations and deficit and cash flows
    for the periods ended October 31, 2006 are those of UrAsia Energy. The
    results of operations of Uranium One have been included from April 20,
    2007.

    The principal mineral properties and operations of the Corporation are
    listed below:

    -------------------------------------------------------------------------
                      Mineral
                      property/
    Entity            Operation      Location     Ownership  Status
    -------------------------------------------------------------------------
    Betpak Dala LLP   Akdala         Kazakhstan   70%        Proportionately
                       Uranium                                consolidated
                       Mine(1)
    -------------------------------------------------------------------------
    Betpak Dala LLP   South Inkai    Kazakhstan   70%        Proportionately
                       Uranium                                consolidated
                       Project(1)
    -------------------------------------------------------------------------
    Kyzylkum LLP      Kharasan       Kazakhstan   30%        Proportionately
                       Uranium                                consolidated
                       Project(1)
    -------------------------------------------------------------------------
    Uranium One       Dominion       South       100%        Consolidated
     Africa Limited    Uranium        Africa
                       Mine(2)(5)
    -------------------------------------------------------------------------
    Aflease Gold      Modder East    South        68%        Consolidated
     Limited           Gold           Africa
                       Project(3)
    -------------------------------------------------------------------------
    Uranium One
     Australia
    -------------------------------------------------------------------------
    (Proprietary)     Honeymoon      Australia   100%        Consolidated
     Limited           Uranium
                       Project(2)
    -------------------------------------------------------------------------
    Uranium One       Shootaring     United      100%        Consolidated
     USA Inc           Canyon         States
                       Uranium
                       Mill(4)
    -------------------------------------------------------------------------
    South Texas       Hobson         United       99%        Consolidated
     Mining Venture    Facility and   States
                       La Palangana
                       Project(6)
    -------------------------------------------------------------------------
    Pitchstone        Pitchstone     Canada       50%        Proportionately
     Joint Venture     Joint                                  consolidated
                       Venture(2)
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    (1) - Legacy UrAsia Energy assets
    -------------------------------------------------------------------------
    (2) - Legacy Uranium One assets
    -------------------------------------------------------------------------
    (3) - Legacy Uranium One assets. The Modder East Gold Project is owned by
          Aflease Gold, an indirect subsidiary of Uranium One
    -------------------------------------------------------------------------
    (4) - Purchased from U.S. Energy Corp (note 4)
    -------------------------------------------------------------------------
    (5) - Refer to note 21 for the contingent sale of an interest in the
          Dominion Uranium Project
    -------------------------------------------------------------------------
    (6) - Legacy Energy Metals Corporation assets (note 4)
    -------------------------------------------------------------------------


    2.2 Measurement and reporting currency

    Items included in the financial statements of each entity in the
    Corporation are measured using the currency that best reflects the
    economic substance of the underlying events and circumstances relevant to
    that entity (the "functional currency").

    The Corporation's reporting currency is the United States dollar. Uranium
    One, its subsidiaries and joint ventures operate in Kazakhstan, South
    Africa, Australia, the United States, Canada, and the Kyrgyz Republic.

    The financial statements of the entities that are determined to be
    integrated foreign operations have been translated into United States
    dollars by translating foreign currency denominated monetary assets and
    liabilities, which includes future income tax, at rates of exchange in
    effect at the balance sheet date. Non-monetary items are translated at
    historical exchange rates and revenues and expenses at average rates of
    exchange during the period. Exchange gains and losses arising on
    translation are included in the consolidated statements of operations and
    deficit.

    The financial statements of the entities that are determined to be self-
    sustaining foreign operations have been translated into United States
    dollars by translating all assets and liabilities, which includes future
    income tax, at rates of exchange in effect at the balance sheet date.
    Revenues and expenses are translated at average exchange rates for the
    period. All resulting exchange differences are included in accumulated
    other comprehensive income on the balance sheet.

    2.3 Inventories

    Inventories of solutions and uranium concentrates are valued at the lower
    of average production cost or net realizable value. Production costs
    include the cost of raw materials, direct labour, mine-site related
    overhead expenses and depreciation and depletion of mining interests.

    The related direct production costs associated with in process gold are
    deferred and charged to costs as the contained gold is recovered. In-
    process metals are identified and measured from the ore stockpiles up to
    and including the on-site refining plant.

    Consumable stores are valued on the weighted average basis and recorded
    at the lower of average cost or replacement cost.

    2.4 Mineral interests, plant and equipment

    Mineral interests, plant and equipment are recorded at cost less
    accumulated depreciation and depletion.

    Mineral interests represent capitalized expenditures related to the
    development of mineral properties and related plant and equipment.
    Capitalized costs are depreciated and depleted using either a unit-of-
    production method, over the estimated economic life of the mine to which
    they relate, or using the straight-line method over their estimated
    useful lives.

    The costs associated with mineral interests are separately allocated to
    reserves, resources and exploration potential, and include acquired
    interests in production, development and exploration stage properties
    representing the fair value at the time they were acquired. The value
    allocated to reserves is depreciated on a unit-of-production method over
    the estimated recoverable proven and probable reserves at the mine. The
    reserve value is noted as depletable mineral properties for operations in
    commercial production in note 9. The resource value represents the
    property interests that are believed to potentially contain economic
    mineralized material such as inferred material; measured, indicated, and
    inferred resources with insufficient drill spacing to qualify as proven
    and probable reserves; and inferred resources in close proximity to
    proven and probable reserves.

    Resource value and exploration potential value is noted as non-depletable
    mineral properties for operations in commercial production in note 9. At
    least annually or when otherwise appropriate, value from the non-
    depletable category will be transferred to the depletable category as a
    result of an analysis of the conversion of resources or exploration
    potential into reserves. Costs related to property acquisitions are
    capitalized until the viability of the mineral property is determined.
    Resource value and exploration potential for development projects not in
    commercial production is noted as non-depletable mineral properties. When
    it is determined that a property is not economically viable the
    capitalized costs are impaired. Exploration expenditures on properties
    not advanced enough to identify their development potential are charged
    to operations as incurred.

    Mining expenditures incurred either to develop new ore bodies or to
    develop mine areas in advance of current production are capitalized.
    Commercial production is deemed to have commenced when management
    determines that the completion of operational commissioning of major mine
    and plant components is completed, operating results are being achieved
    consistently for a period of time and that there are indicators that
    these operating results will be continued. Mine development costs
    incurred to sustain current production are included in production costs.

    Upon sale or abandonment of any mineral interest, plant and equipment,
    the cost and related accumulated depreciation or accumulated depletion,
    are written off and any gains or losses thereon are included in the
    statement of operations.

    2.5 Impairment of long-lived assets

    Management regularly reviews the net carrying value of each long lived
    asset whenever events or changes in circumstances indicate that the
    carrying amounts may not be recoverable. To determine fair value,
    management makes its best estimates of the future cash inflows that will
    be obtained each year over the life of the asset and discounts the cash
    flows by a rate that is based on the time value of money, adjusted for
    the risk associated with the applicable asset. Where impairment is
    identified, the carrying value of the related mineral interest, plant and
    equipment is written down to fair value.

    2.6 Goodwill

    Business acquisitions are accounted for using the purchase method whereby
    assets and liabilities acquired are recorded at their fair values as of
    the date of acquisition and any excess of the purchase price over such
    fair value is recorded as goodwill. Goodwill is identified and allocated
    to reporting units by preparing estimates of the fair value of each
    reporting unit and comparing this amount to the fair value of assets and
    liabilities in the reporting unit. Goodwill is not amortized.

    The Corporation evaluates, at least on an annual basis, the carrying
    amount of goodwill to determine whether current events and circumstances
    indicate that such carrying amount may no longer be recoverable. To
    accomplish this, the Corporation compares the fair value of its reporting
    units to their carrying amounts. If the carrying value of a reporting
    unit exceeds its fair value, the Corporation compares the implied fair
    value of the reporting unit's goodwill to its carrying amount, and any
    excess of the carrying value over the fair value is charged to
    operations. Assumptions underlying fair value estimates are subject to
    significant risks and uncertainties.

    2.7 Asset retirement obligations

    The Corporation recognizes liabilities for statutory, contractual or
    legal obligations associated with the retirement of mineral property,
    plant and equipment, when those obligations result from the acquisition,
    construction, development or normal operation of the assets. Initially,
    the fair value of the liability for an asset retirement obligation is
    recognized in the period incurred. The net present value of the liability
    is added to the carrying amount of the associated asset and amortized
    over the asset's useful life. The liability is accreted over time through
    periodic charges to earnings and is reduced by actual costs of
    reclamation. Subsequent to the initial measurement, the asset retirement
    obligation is adjusted at the end of each year to reflect the passage of
    time and changes in the estimated future cash flows underlying the
    obligation.

    Provision is made in full for the estimated future costs of pollution
    control and rehabilitation, in accordance with statutory requirements.

    2.8 Revenue recognition

    Revenue from uranium is recognized, net of value added tax, when: (i)
    persuasive evidence of an arrangement exists; (ii) the risks and rewards
    of ownership pass to the purchaser including delivery of the product;
    (iii) the selling price is fixed or determinable, and (iv) collectibility
    is reasonably assured.

    Interest income is recognized on a time proportion basis, taking account
    of the principal outstanding and the effective rate over the period to
    maturity, when it is determined that such income will accrue to the
    Corporation.

    2.9 Future income and mining taxes

    The Corporation uses the liability method of accounting for income and
    mining taxes. Under the liability method, future tax assets and
    liabilities are recognized for the future tax consequences attributable
    to differences between the financial statement carrying amounts of
    existing assets and liabilities and their respective tax bases and for
    tax losses and other deductions carried forward. For business
    acquisitions, the liability method results in a gross up of mining
    interests to reflect the recognition of the future tax liabilities for
    the tax effect of such differences.

    Future tax assets and liabilities are measured using enacted or
    substantively enacted tax rates expected to apply when the asset is
    realized or the liability settled. A reduction in respect of the benefit
    of a future tax asset (a valuation allowance) is recorded against any
    future tax asset if it is not likely to be realized. The effect on future
    tax assets and liabilities of a change in tax rates is recognized in the
    statement of operations in the period in which the change is
    substantively enacted.

    2.10 Stock based compensation

    The Corporation's stock-based compensation plans are described in
    note 16.

    The Corporation uses the fair value method of accounting for all stock
    option awards. Under this method, the Corporation determines the fair
    value of the compensation expense for all stock options on the date of
    grant using an option pricing model. The fair value of the options is
    expensed over the vesting period of the options.

    Upon exercise of the stock option, consideration received and the related
    amount of stock based compensation, is transferred from contributed
    surplus and recorded as share capital.

    2.11 Earnings/loss per share

    Earnings/loss per share calculations are based on the weighted average
    number of common shares and common share equivalents issued and
    outstanding during the period. Diluted earnings per share are calculated
    using the treasury method which requires the calculation of diluted
    earnings per share by assuming that outstanding stock options and
    warrants with an average market price that exceeds the average exercise
    prices of the options and warrants for the year are exercised, and the
    assumed proceeds are used to repurchase shares of Uranium One at the
    average market price of the common shares for the period. The impact of
    outstanding share options and warrants are excluded from the diluted
    share calculation for loss per share amounts, because it is anti-
    dilutive.

    2.12 Financial instruments

    On January 1, 2007, the Corporation adopted the following financial
    instrument accounting standards:

    Section 1530 - Comprehensive Income
    Section 3855 - Financial Instruments - Recognition and measurement
    Section 3861 - Financial Instruments - Disclosure and presentation
    Section 3865 - Hedges

    The newly adopted policies are explained below:

    Financial assets and financial liabilities are recognized on the balance
    sheet when the Corporation has become party to the contractual provisions
    of the instruments. Financial instruments are initially measured at cost,
    which includes transaction costs. Subsequent to initial recognition these
    instruments are measured as set out below:

    Investments

    Purchases and sales of investments are recognized on the trade date at
    fair value, which is the date that the Corporation commits to purchase or
    sell the asset. After initial recognition, listed investments are
    classified as available for sale investments carried at fair value, with
    the fair value adjustments accounted for in other comprehensive income.

    Other long term investments that are intended to be held to maturity are
    subsequently measured at amortized cost using the effective interest rate
    method. Amortized cost is calculated by taking into account any discount
    or premium on acquisition over the period to maturity. For investments
    carried at amortized cost, gains and losses are recognized in the income
    statement when the investments are derecognized or impaired, as well as
    through the amortization process.

    Cash and cash equivalents

    Cash and cash equivalents consist of cash on hand, bank balances,
    deposits held at call and certificate of deposits with a remaining
    maturity of three months or less.

    Accounts receivable

    Accounts receivable are carried at original invoice amount unless a
    provision has been recorded for impairment of these receivables. A
    provision for impairment of accounts receivable is established when there
    is objective evidence that the Corporation will not be able to collect
    all amounts due according to the original terms of receivables.

    Financial liabilities

    After initial recognition, financial liabilities other than trading
    liabilities are subsequently measured at amortized cost using the
    effective interest rate method. Amortized cost is calculated by taking
    into account any transaction costs and any discount or premium on
    settlement.

    Accounts payable

    Liabilities for trade and other payables which are normally settled on 30
    to 90 day terms are carried at cost.

    Impairment and uncollectability of financial assets

    An assessment is made at each balance sheet date to determine whether
    there is objective evidence that a financial asset or group of financial
    assets may be impaired. If such evidence exists, the estimated
    recoverable amount of the asset is determined and an impairment loss is
    recognized for the difference between the recoverable amount and the
    carrying amount as follows: the carrying amount of the asset is reduced
    to its discounted estimated recoverable amount, either directly or
    through the use of an allowance account and the resulting loss is
    recognized in the income statement for the period.

    Loans payable

    Loans payable are recognized initially at the proceeds received, net of
    transaction costs incurred. Loans payable are subsequently stated at
    amortized cost using the effective yield method; any difference between
    proceeds (net of transaction costs) and the redemption value is
    recognized in the income statement over the period of the loan.

    Offset

    Where a legally enforceable right of offset exists for recognized
    financial assets and financial liabilities, and there is an intention to
    settle the liability and realize the asset simultaneously, or settle on a
    net basis, all related financial effects are offset.

    Equity instruments

    Equity instruments issued by Uranium One are recorded at the proceeds
    received, net of direct issue costs.

    Compound instruments

    The component parts of compound instruments are classified separately as
    financial liabilities and equity in accordance with substance of the
    contractual agreement. At the date of issue, the fair value of the
    liability component is estimated using the prevailing market interest
    rate for similar non-convertible instruments. This amount is recorded as
    a liability on an amortized cost basis until extinguished upon conversion
    or at the instrument's maturity date. The equity component is determined
    by deducting the amount of the liability component from the fair value of
    the compound instrument as a whole. This is recognized and included in
    equity, net of income tax effects, and is not subsequently remeasured.

    2.13 Use of estimates

    The preparation of financial statements in conformity with Canadian GAAP
    requires the Corporation's management to make estimates and assumptions
    about future events that affect the amounts reported in the consolidated
    financial statements and related notes to the financial statements.
    Actual results may differ from those estimates.

    Significant estimates used in the preparation of these consolidated
    financial statements include, but are not limited to, the recoverability
    of accounts receivable and investments, the proven and probable reserves
    and resources and the related depletion and amortization, the estimated
    net realizable value of inventories, the accounting for stock-based
    compensation, the provision for income and mining taxes and composition
    of future income and mining tax assets and liabilities, the expected
    economic lives of and the estimated future operating results and net cash
    flows from mining interests, the anticipated costs of reclamation and
    closure cost obligations, and the fair value of assets and liabilities
    acquired in business combinations.

    2.14 Non-controlling interest

    Non-controlling interests exist with respect to less than wholly-owned
    subsidiaries of the Corporation and represent the outside interest's
    share of the carrying values of the subsidiaries. When the subsidiary
    company issues its own shares to outside interests, a dilution gain or
    loss arises as a result of the difference between the Corporation's share
    of the proceeds and the carrying value of the underlying equity.

    2.15 Variable interest companies

    Variable interest entities ("VIE's") as defined by the Accounting
    Standards Board in Accounting Guideline ("AcG") 15, "Consolidation of
    Variable Interest Entities" are entities in which equity investors do not
    have characteristics of a "controlling financial interest" or there is
    not sufficient equity at risk for the entity to finance its activities
    without additional subordinated financial support. VIE's are subject to
    consolidation by the primary beneficiary who will absorb the majority of
    the entities' expected losses and/or expected residual returns. The
    Corporation has determined that none of its equity investments qualify as
    VIE's.


    3   BUSINESS COMBINATION

    On February 11, 2007, Uranium One entered into a definitive arrangement
    agreement whereby Uranium One agreed to acquire all of the outstanding
    common shares of UrAsia Energy. Under the agreement, each UrAsia Energy
    share was exchanged for 0.45 Uranium One common shares. Each UrAsia
    Energy warrant and stock option, which previously gave the holder the
    right to acquire common shares of UrAsia Energy was exchanged for a
    warrant or stock option which gives the holder the right to acquire
    common shares of Uranium One on the same basis as the shareholders of
    UrAsia Energy, with all other terms of such warrants and options (such as
    term and expiry) remaining unchanged.

    The shareholders of UrAsia Energy approved the arrangement at a Special
    Meeting held on April 5, 2007, with the transaction closing on April 20,
    2007. Upon completion of the transaction, Uranium One was held
    approximately 60% by former UrAsia Energy shareholders and approximately
    40% by former Uranium One shareholders. Accordingly, this business
    combination is accounted for as a reverse takeover under Canadian GAAP
    with UrAsia Energy being identified as the acquirer and Uranium One as
    the acquiree.

    The cost of acquisition includes the fair value of the deemed issuance of
    the following instruments: 307.0 million UrAsia Energy common shares at
    $5.57 per share, plus 9.3 million share purchase warrants with an average
    exercise price of $1.45 per share and a fair value of $26.4 million, plus
    12.0 million stock options, of which 6.9 million are exercisable at the
    date of acquisition, with an average exercise price of $2.66 per share
    and a fair value of $34.8 million, plus 0.9 million restricted shares
    with a fair value of $0.9 million, plus the fair value of the equity
    component of the Uranium One convertible debenture of $46.5 million plus
    UrAsia Energy's transaction costs of $19.2 million, providing a total
    preliminary purchase price of $1,837.3 million.

    The value of the deemed issuance of UrAsia Energy shares was calculated
    using the weighted average share price of UrAsia Energy shares two days
    before, the day of, and two days after the date of the announcement of
    the arrangement. The following weighted average assumptions were used for
    the Black-Scholes option pricing model for the fair value of the stock
    options, warrants and restricted shares and equity component of the
    convertible debenture:

    Risk-free interest rate                                            4.17%
    Expected volatility of the share price                               61%
    Expected life                                                 3.79 years
    Dividend rate                                                        Nil

    For the purposes of these consolidated financial statements, the purchase
    consideration has been allocated on a preliminary basis to the fair value
    of assets acquired and liabilities assumed, with goodwill assigned to a
    specific reporting unit, based on management's best estimates and taking
    into account all available information at the time of the acquisition as
    well as applicable information at the time these consolidated financial
    statements were prepared. The Corporation will continue to review
    information and perform further analysis with respect to these assets,
    including an independent valuation, prior to finalizing the allocation of
    the purchase price. This process will be performed in accordance with
    Emerging Issues Committee Abstract 152 Mining assets - Impairment and
    business combinations. Although the results of this review are presently
    unknown, it is anticipated that it may result in a material change to the
    amount assigned to goodwill and a change to the value attributable to
    tangible assets and future income tax liabilities.

    The aggregate preliminary fair values of assets acquired and liabilities
    assumed were as follows on acquisition date:

    -------------------------------------------------------------------------
                                                                       $'000
    -------------------------------------------------------------------------
    Purchase price:
    -------------------------------------------------------------------------
      Common shares (note 15)                                      1,709,647
    -------------------------------------------------------------------------
      Options, warrants and restricted shares                         62,042
    -------------------------------------------------------------------------
      Equity component of convertible debentures                      46,480
    -------------------------------------------------------------------------
      Acquisition costs                                               19,153
    -------------------------------------------------------------------------
                                                                   1,837,322
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Net assets acquired:
    -------------------------------------------------------------------------
      Cash and cash equivalents                                      291,088
    -------------------------------------------------------------------------
      Other current assets                                            33,442
    -------------------------------------------------------------------------
      Mineral interests, plant and equipment                       2,430,160
    -------------------------------------------------------------------------
      Goodwill                                                       243,297
    -------------------------------------------------------------------------
      Other assets                                                    13,502
    -------------------------------------------------------------------------
      Accounts payable and accrued liabilities                       (56,057)
    -------------------------------------------------------------------------
      Short term loans                                               (55,345)
    -------------------------------------------------------------------------
      Asset retirement obligations                                    (4,602)
    -------------------------------------------------------------------------
      Convertible debentures                                        (118,450)
    -------------------------------------------------------------------------
      Future income tax liabilities                                 (928,050)
    -------------------------------------------------------------------------
      Non-controlling interest                                       (11,663)
    -------------------------------------------------------------------------
                                                                   1,837,322
    -------------------------------------------------------------------------


    4   ASSET PURCHASE

    4.1 U.S. Energy

    On April 30, 2007, Uranium One completed the purchase, from U.S. Energy
    Corporation ("U.S. Energy"), of the Shootaring Canyon Uranium Mill in
    Utah, as well as a land package comprising uranium exploration properties
    in Utah, Wyoming, Arizona and Colorado and a substantial database of
    geological information for consideration equal to 6,607,605 Uranium One
    common shares valued at $99.4 million, a cash payment of $6.9 million,
    and transaction costs of $2.6 million including $750,000 paid in cash by
    Uranium One on the execution of an exclusivity agreement with the vendor.
    The purchase agreement provides for further payments by Uranium One of
    $27.5 million dependent on the achievement of certain production targets.
    U.S. Energy will receive a royalty equal to 5% of the gross proceeds from
    the sale of commodities produced at the Mill, to a maximum amount of
    $12.5 million.

    The transaction was accounted for as an asset purchase and the cost of
    each item of property, plant and equipment acquired as part the group of
    assets acquired was determined by allocating the price paid for the group
    of assets to each item based on its relative fair value at the time of
    acquisition. The Corporation will continue to review information and
    perform further analysis with respect to these assets prior to finalizing
    the allocation of the purchase price. The summarized result of the
    allocation is indicated in the table below:

    -------------------------------------------------------------------------
    Purchase price:                                                    $'000
    -------------------------------------------------------------------------
      6.6 million common shares of Uranium One                        99,401
    -------------------------------------------------------------------------
      Cash payment                                                     6,515
    -------------------------------------------------------------------------
      Acquisition costs, including exclusivity fee                     2,603
    -------------------------------------------------------------------------
                                                                     108,519
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Allocation of purchase price to assets:
    -------------------------------------------------------------------------
      Shootaring Canyon Mill                                          45,739
    -------------------------------------------------------------------------
      Exploration properties and geological information               67,364
    -------------------------------------------------------------------------
      Stock pile                                                       4,797
    -------------------------------------------------------------------------
      Asset retirement obligation                                     (9,381)
    -------------------------------------------------------------------------
                                                                     108,519
    -------------------------------------------------------------------------

    Pursuant to the asset purchase agreement, the reclamation bonds and
    guarantees given by U.S. Energy in connection with the acquired assets
    were substituted by Uranium One surety bonds with the appropriate
    Governmental Entity to provide coverage for the reclamation obligations
    of the acquired assets. The bond payments of $9.3 million are included in
    other assets as part of the asset retirement fund. The asset retirement
    obligation was assessed and accounted for on acquisition date (Refer
    note 14).

    4.2 Energy Metals Corporation

    On June 3, 2007, Uranium One and Energy Metals Corporation ("EMC")
    entered into a definitive agreement whereby Uranium One agreed to acquire
    all of the issued and outstanding common shares and options to purchase
    common shares of EMC. The agreement was approved by the shareholders of
    EMC on July 31, 2007 and the acquisition was completed on August 10,
    2007. Under the agreement, Uranium One exchanged 1.15 common shares of
    Uranium One for each common share of EMC. A total of 100,444,543 Uranium
    One common shares were issued in exchange for 87,343,081 EMC common
    shares.

    The cost of the acquisition includes the fair value of the issuance of
    100,444,543 Uranium One common shares at $10.09 per share, plus
    8,123,798 stock options of EMC, of which 3,913,102 were exercisable at
    the date of acquisition, exchanged for those of Uranium One with an
    average exercise price of $5.07 per share and a fair value of the vested
    portion of $35.3 million plus Uranium One's estimated transaction costs
    of $9.4 million for a total purchase price of $1,057.9 million.

    The value of the Uranium One common shares issued was calculated using
    the share price of Uranium One's shares on the date of acquisition. The
    following weighted average assumptions were used for the Black-Scholes
    option pricing model for fair value of the stock options:

    Risk-free interest rate                    4.57%
    Expected volatility of the share price     60%
    Expected life                              3.07 years
    Dividend rate                              Nil

    The transaction was accounted for as an asset purchase and the cost of
    each item of property, plant and equipment acquired as part of the group
    of assets acquired was determined by allocating the price paid for the
    group of assets to each item based on its relative fair value at the time
    of acquisition. Uranium One will continue to review the information and
    perform further analysis with respect to these assets prior to finalizing
    the allocation of the purchase price. The summarized results of the
    allocation is indicated in the table below:

    -------------------------------------------------------------------------
    Purchase price:                                                    $'000
    -------------------------------------------------------------------------
      100.4 million shares of Uranium One                          1,013,215
    -------------------------------------------------------------------------
      Options of Uranium One                                          35,307
    -------------------------------------------------------------------------
      Acquisition costs                                                9,382
    -------------------------------------------------------------------------
                                                                   1,057,904
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Net assets acquired:
    -------------------------------------------------------------------------
      Cash and cash equivalents                                       91,792
    -------------------------------------------------------------------------
      Marketable securities                                            6,909
    -------------------------------------------------------------------------
      Other current assets                                             3,550
    -------------------------------------------------------------------------
      Mining interests                                             1,452,524
    -------------------------------------------------------------------------
      Other non-current assets                                        21,442
    -------------------------------------------------------------------------
      Accounts payable and accrued liabilities                        (6,160)
    -------------------------------------------------------------------------
      Asset retirement obligations                                    (3,241)
    -------------------------------------------------------------------------
      Other long term liabilities                                     (6,235)
    -------------------------------------------------------------------------
      Future income tax liability                                   (502,677)
    -------------------------------------------------------------------------
                                                                   1,057,904
    -------------------------------------------------------------------------


    5   CASH AND CASH EQUIVALENTS

    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
                                                           2007         2006
    -------------------------------------------------------------------------
                                                          $'000        $'000
    -------------------------------------------------------------------------
    Cash                                                238,495       21,624
    -------------------------------------------------------------------------
    Money market instruments, including cashable
     guaranteed investment certificates, bearer
     deposit notes and commercial paper                  46,118       40,214
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
                                                        284,613       61,838
    -------------------------------------------------------------------------


    6   ACCOUNTS AND OTHER RECEIVABLES

    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
                                                           2007         2006
    -------------------------------------------------------------------------
                                                          $'000        $'000
    -------------------------------------------------------------------------
    Trade receivables                                     3,562       47,798
    -------------------------------------------------------------------------
    Value added tax and general sales tax                11,918           51
    -------------------------------------------------------------------------
    Prepayments and advances                              7,877          894
    -------------------------------------------------------------------------
    Deposits and guarantees                               4,391            -
    -------------------------------------------------------------------------
    Other receivables                                     4,620          443
    -------------------------------------------------------------------------
                                                         32,368       49,186
    -------------------------------------------------------------------------
    Less: non current deposits and guarantees
     included in other assets (note 11)                   3,107            -
    -------------------------------------------------------------------------
                                                         29,261       49,186
    -------------------------------------------------------------------------


    7   JOINT VENTURES

    7.1 Proportionate interests in joint ventures

    The Corporation owns the following interests in joint ventures:
    -------------------------------------------------------------------------
    Betpak Dala                                                           70%
    -------------------------------------------------------------------------
    Kyzylkum                                                              30%
    -------------------------------------------------------------------------
    Pitchstone                                                            50%
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    The Corporation's proportionate share of assets and liabilities are as
    follows:
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
                               Betpak
    As at September 30, 2007     Dala     Kyzylkum   Pitchstone        Total
    -------------------------------------------------------------------------
                                $'000        $'000        $'000        $'000
    -------------------------------------------------------------------------
    Cash                        9,589        7,124           42       16,755
    -------------------------------------------------------------------------
    Other current assets       24,007        1,479          187       25,673
    -------------------------------------------------------------------------
    Mineral interests,
     plant and equipment      641,125      164,641        5,609      811,375
    -------------------------------------------------------------------------
    Other assets               14,000        6,583            -       20,583
    -------------------------------------------------------------------------
    Current liabilities       (10,721)      (1,914)           -      (12,635)
    -------------------------------------------------------------------------
    Intercompany loan(1)            -      (24,000)           -      (24,000)
    -------------------------------------------------------------------------
    Long term debt(2)               -      (12,000)           -      (12,000)
    -------------------------------------------------------------------------
    Other                      (1,543)        (132)           -       (1,675)
    -------------------------------------------------------------------------
    Future income taxes      (276,020)     (65,075)           -     (341,095)
    -------------------------------------------------------------------------
    Asset retirement
     obligation                (3,265)           -            -       (3,265)
    -------------------------------------------------------------------------
    Net assets                397,172       76,706        5,838      479,716
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
                               Betpak
    As at December 31, 2006      Dala     Kyzylkum                     Total
    -------------------------------------------------------------------------
                                $'000        $'000                     $'000
    -------------------------------------------------------------------------
    Cash                        5,321        3,055                     8,376
    -------------------------------------------------------------------------
    Other current assets       56,424        2,357                    58,781
    -------------------------------------------------------------------------
    Mineral interests,
     plant and equipment      617,740      150,739                   768,479
    -------------------------------------------------------------------------
    Other assets               10,732        1,679                    12,411
    -------------------------------------------------------------------------
    Current liabilities        (3,717)        (154)                   (3,871)
    -------------------------------------------------------------------------
    Intercompany loan(1)      (18,986)     (34,352)                  (53,338)
    -------------------------------------------------------------------------
    Other                      (1,466)           -                    (1,466)
    -------------------------------------------------------------------------
    Future income taxes      (268,938)     (68,662)                 (337,600)
    -------------------------------------------------------------------------
    Asset retirement
     obligation                (2,856)           -                    (2,856)
    -------------------------------------------------------------------------
    Net assets                394,254       54,662                   448,916
    -------------------------------------------------------------------------

    (1) The intercompany loan represents the portion of the loan from Uranium
        One that is eliminated on consolidation.
    (2) In addition to the $80 million loan (note 7.2) from the Corporation,
        Kyzylkum negotiated unsecured bank loan facilities totaling
        $100 million. One facility in the amount of $70 million was obtained
        from the Japan Bank for International Cooperation and the other
        facility in the amount of $30 million was obtained from Citibank. The
        first draw down against these facilities of $40 million was received
        in September 2007. The loan facilities will be repayable after full
        repayment of the loan from the Corporation. The Corporation's
        proportionate share of these facilities will amount to $30 million
        when fully drawn down. The loan facilities have floating interest
        rates of LIBOR plus 0.25% and 0.35%, respectively.

    The Corporation's proportionate share of revenue, expenses, net income
    and cash flows for the three and nine months ended September 30, 2007 are
    as follows:

    -------------------------------------------------------------------------

    Three months ended        Betpak
    September 30, 2007          Dala      Kyzylkum   Pitchstone        Total
    -------------------------------------------------------------------------
                                $'000        $'000        $'000        $'000
    -------------------------------------------------------------------------
    Revenue                     8,019            -            -        8,019
    -------------------------------------------------------------------------
    Expenses                   (2,053)           2         (772)      (2,823)
    -------------------------------------------------------------------------
    Foreign exchange gain         119          886            -        1,005
    -------------------------------------------------------------------------
    Income/(loss) before
     income taxes               6,085          888         (772)       6,201
    -------------------------------------------------------------------------
    Provision for income
     taxes                     (1,625)           -            -       (1,625)
    -------------------------------------------------------------------------
    Net income/(loss)           4,460          888         (772)       4,576
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Nine months ended         Betpak
    September 30, 2007          Dala      Kyzylkum   Pitchstone        Total
    -------------------------------------------------------------------------
                                $'000        $'000        $'000        $'000
    -------------------------------------------------------------------------
    Revenue                    73,014            -            -       73,014
    -------------------------------------------------------------------------
    Expenses                  (18,505)        (685)      (1,314)     (20,504)
    -------------------------------------------------------------------------
    Foreign exchange loss      (5,918)        (456)           -       (6,374)
    -------------------------------------------------------------------------
    Income/(loss) before
     income taxes              48,591       (1,141)      (1,314)      46,136
    -------------------------------------------------------------------------
    Provision for income
     taxes                    (19,943)           -            -      (19,943)
    -------------------------------------------------------------------------
    Net income/(loss)          28,648       (1,141)      (1,314)      26,193
    -------------------------------------------------------------------------

    During 2007, approximately 60% of Betpak Dala's sales are expected to be
    under one contract. This contract was signed prior to the acquisition of
    the Corporation's interest in Betpak Dala.

    -------------------------------------------------------------------------
    The Corporation's proportionate share of revenue, expenses, net income
    and cash flows for the three and nine months ended October 31, 2006 are
    as follows:
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Three months ended         Betpak
    October 31, 2006             Dala     Kyzylkum                     Total
    -------------------------------------------------------------------------
                                $'000        $'000                     $'000
    -------------------------------------------------------------------------
    Revenue                     4,193            -                     4,193
    -------------------------------------------------------------------------
    Expenses                   (1,505)           -                    (1,505)
    -------------------------------------------------------------------------
    Foreign exchange gain      22,125        4,776                    26,901
    -------------------------------------------------------------------------
    Profit before income
     taxes                     24,813        4,776                    29,589
    -------------------------------------------------------------------------
    (Provision for)/
     recovery of income taxes    (791)         101                      (690)
    -------------------------------------------------------------------------
    Net income                 24,022        4,877                    28,899
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Nine months ended          Betpak
    October 31, 2006             Dala     Kyzylkum                     Total
    -------------------------------------------------------------------------
                                $'000        $'000                     $'000
    -------------------------------------------------------------------------
    Revenue                    21,498            -                    21,498
    -------------------------------------------------------------------------
    (Expenses)/other income    (9,808)          12                    (9,796)
    -------------------------------------------------------------------------
    Foreign exchange loss     (10,794)       (3,545)                 (14,339)
    -------------------------------------------------------------------------
    Profit/(loss) before
     income taxes                 896        (3,533)                  (2,637)
    -------------------------------------------------------------------------
    Provision for income
     taxes                     (4,081)           (5)                  (4,086)
    -------------------------------------------------------------------------
    Net loss                   (3,185)       (3,538)                  (6,723)
    -------------------------------------------------------------------------



    -------------------------------------------------------------------------
    7.2 Loans to Joint Ventures
    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
                                                           2007         2006
    -------------------------------------------------------------------------
                                                          $'000        $'000
    -------------------------------------------------------------------------
    Current portion
    -------------------------------------------------------------------------
    Betpak Dala                                               -       12,736
    -------------------------------------------------------------------------
    Kyzylkum                                             26,667          752
    -------------------------------------------------------------------------
                                                         26,667       13,488
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Long term portion
    -------------------------------------------------------------------------
    Betpak Dala                                               -        6,250
    -------------------------------------------------------------------------
    Kyzylkum                                             30,745       33,600
    -------------------------------------------------------------------------
                                                         30,745       39,850
    -------------------------------------------------------------------------


    During the 3 months ended March 31, 2007, in advance of scheduled payment
    dates, Betpak Dala repaid the principal amount of $62.6 million to the
    Corporation, together with $0.9 million of accrued interest.


    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
                                                           2007         2006
    -------------------------------------------------------------------------
                                                          $'000        $'000
    -------------------------------------------------------------------------
    Pursuant to its obligation to provide project
     financing for construction and commissioning
     of the Kharasan Project in the amount of
     $80 million on or before December 31, 2007,
     the Corporation has made the following loans
     to Kyzylkum:
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Loan advanced in July 2006:
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    The loan bears interest at LIBOR plus 1.5% per
     annum, with interest payable on a semi-annual
     basis commencing January 2007. The principal
     amount is to be repaid in six equal consecutive
     amounts on a semi-annual basis commencing
     October 2007.                                       30,000       30,000
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Loan advanced in November 2006:
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    The loan bears interest at LIBOR plus 1.5% per
     annum, with interest payable on a semi-annual
     basis commencing May 2007. The principal amount
     is payable in six equal consecutive amounts on
     a semi-annual basis commencing February 2008.       18,000       18,000
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Loan advanced in March 2007:
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    The loan bears interest at LIBOR plus 1.5% per
     annum, with interest payable on a semi-annual
     basis commencing June 2007. The principal amount
     is payable in six equal consecutive amounts on a
     semi-annual basis commencing December 2007.         10,000            -
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Loan advanced in April 2007:
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    The loan bears interest at LIBOR plus 1.5% per
     annum, with interest payable on a semi-annual
     basis commencing June 2007. The principal amount
     is payable in six equal consecutive amounts on a
     semi-annual basis commencing January 2008.          22,000            -
    -------------------------------------------------------------------------
                                                         80,000       48,000
    -------------------------------------------------------------------------
    Interest accrued                                      2,017        1,074
    -------------------------------------------------------------------------
                                                         82,017       49,074
    -------------------------------------------------------------------------
    Less elimination of proportionate share - 30%       (24,605)     (14,722)
    -------------------------------------------------------------------------
                                                         57,412       34,352
    -------------------------------------------------------------------------
    Less current portion                                (26,667)        (752)
    -------------------------------------------------------------------------
    Long term portion                                    30,745       33,600
    -------------------------------------------------------------------------

    The loans to Kyzylkum are unsecured.


    8   INVENTORIES

    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
                                                           2007         2006
    -------------------------------------------------------------------------
                                                          $'000        $'000
    -------------------------------------------------------------------------
    Finished uranium concentrates                        12,678        5,791
    -------------------------------------------------------------------------
    Solutions and concentrates in process                 7,138        5,035
    -------------------------------------------------------------------------
    Materials and supplies                                6,601        1,218
    -------------------------------------------------------------------------
    Stockpiles                                            4,797            -
    -------------------------------------------------------------------------
                                                         31,214       12,044
    -------------------------------------------------------------------------
    Less: non current inventory included in other
     assets (note 11)                                     4,797            -
    -------------------------------------------------------------------------
                                                         26,417       12,044
    -------------------------------------------------------------------------


    9   MINERAL INTERESTS, PLANT AND EQUIPMENT

    -------------------------------------------------------------------------
                                                 September 30, 2007
    -------------------------------------------------------------------------
                                                                         Net
                                                    Accumulated     carrying
                                              Cost amortization       amount
    -------------------------------------------------------------------------
                                             $'000        $'000        $'000
    -------------------------------------------------------------------------
    Mineral interests                    4,494,723      (29,244)   4,465,479
    -------------------------------------------------------------------------
    Plant and equipment                    538,237       (9,592)     528,645
    -------------------------------------------------------------------------
                                         5,032,960      (38,836)   4,994,124
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Owned assets                                                   4,991,974
    -------------------------------------------------------------------------
    Leased assets                                                      2,150
    -------------------------------------------------------------------------
    Total net carrying amount as at
     end of the period                                             4,994,124
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                  December 31, 2006
    -------------------------------------------------------------------------
                                                                         Net
                                                    Accumulated     carrying
                                              Cost amortization       amount
    -------------------------------------------------------------------------
                                             $'000        $'000        $'000
    -------------------------------------------------------------------------
    Mineral interests                      761,627      (17,539)     744,088
    -------------------------------------------------------------------------
    Plant and equipment                     25,348         (549)      24,799
    -------------------------------------------------------------------------
                                           786,975      (18,088)     768,887
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Owned assets                                                     768,887
    -------------------------------------------------------------------------
    Leased assets                                                          -
    -------------------------------------------------------------------------
    Total net carrying amount as at
     end of the period                                               768,887
    -------------------------------------------------------------------------


    A summary by property of the net book value is as follows (alphabetically
    by country):


    -------------------------------------------------------------------------
                                      Mineral interests                Total
    -------------------------------------------------------------------------
                                             Non-         Plant and  June 30,
                 Country  Depletable  depletable  Total   equipment     2007
    -------------------------------------------------------------------------
                              $'000      $'000    $'000      $'000      $'000
    -------------------------------------------------------------------------
    Honeymoon
     Project     Australia        -    129,348   129,348    16,092    145,440
    -------------------------------------------------------------------------
    Australia
     exploration Australia        -     77,351    77,351         -     77,351
    -------------------------------------------------------------------------
    Pitchstone
     exploration    Canada        -     29,053    29,053         -     29,053
    -------------------------------------------------------------------------
    Akdala
     Uranium
     Mine       Kazakhstan  112,556     74,358   186,914    14,007    200,921
    -------------------------------------------------------------------------
    South
     Inkai
     Uranium
     Project    Kazakhstan        -    411,775   411,775    25,228    437,003
    -------------------------------------------------------------------------
    Kharasan
     Uranium
     Project    Kazakhstan        -    141,548   141,548    23,234    164,782
    -------------------------------------------------------------------------
    Kyrgyzstan
     explora-
     tion       Kyrgyzstan        -        133       133       289        422
    -------------------------------------------------------------------------
    Dominion
     Uranium
     Mine     South Africa        -  1,912,646 1,912,646   300,163  2,212,809
    -------------------------------------------------------------------------
    Modder
     East Gold
     project  South Africa        -    103,931   103,931    13,597    117,528
    -------------------------------------------------------------------------
    Sub-Nigel
     and other
     gold
     projects South Africa        -     22,798    22,798       439     23,237
    -------------------------------------------------------------------------
    United
     States
     explora-
     tion
     projects United States       -  1,449,982 1,449,982    13,626  1,463,608
    -------------------------------------------------------------------------
    Shootaring
     Canyon
     Mill     United States       -          -         -    45,496     45,496
    -------------------------------------------------------------------------
    Hobson
     Facility
     and La
     Palangana
     Project  United States       -          -         -    48,891     48,891
    -------------------------------------------------------------------------
    Corporate
     and other                    -          -         -    27,583     27,583
    -------------------------------------------------------------------------
    Total                   112,556  4,352,923 4,465,479   528,645  4,994,124
    -------------------------------------------------------------------------



    -------------------------------------------------------------------------
                                      Mineral interests                Total
    -------------------------------------------------------------------------
                                             Non-         Plant and   Dec 31,
                 Country  Depletable  depletable  Total   equipment     2006
    -------------------------------------------------------------------------
                              $'000      $'000    $'000      $'000      $'000
    -------------------------------------------------------------------------
    Akdala
     Uranium
     Mine       Kazakhstan  118,755     74,358   193,113    16,294    209,407
    -------------------------------------------------------------------------
    South
     Inkai
     Uranium
     Project    Kazakhstan        -    404,125   404,125     3,312    407,437
    -------------------------------------------------------------------------
    Kharasan
     Uranium
     Project    Kazakhstan        -    146,717   146,717     4,020    150,737
    -------------------------------------------------------------------------
    Kyrgyzstan
     explora-
     tion       Kyrgyzstan        -        133       133       220        353
    -------------------------------------------------------------------------
    Corporate
     and other                    -          -         -       953        953
    -------------------------------------------------------------------------
    Total                   118,755    625,333   744,088    24,799    768,887
    -------------------------------------------------------------------------


    The goodwill arising in the Uranium One/UrAsia Energy business
    combination included in the respective reportable operating segments is
    shown in the table below:

    -------------------------------------------------------------------------
                                                        Foreign
                                        Recognized     exchange
                                                on    resulting        Total
                                       acquisition         from       Sep 30,
                                              date  translation         2007
    -------------------------------------------------------------------------
                                             $'000        $'000        $'000
    -------------------------------------------------------------------------
    Aflease Gold                           112,864        2,332      115,196
    -------------------------------------------------------------------------
    Dominion Uranium
     Project                               130,433        2,695      133,128
    -------------------------------------------------------------------------
                                           243,297        5,027      248,324
    -------------------------------------------------------------------------


    10  AVAILABLE FOR SALE SECURITIES

    -------------------------------------------------------------------------
                                      Sep 30, 2007              Dec 31, 2006
    -------------------------------------------------------------------------
                           Fair value    Market to   Fair value    Market to
                                            market                    market
    -------------------------------------------------------------------------
                                        gain/(loss)               gain/(loss)
    -------------------------------------------------------------------------
                                       included in               included in
                                             other                     other
    -------------------------------------------------------------------------
                                     comprehensive             comprehensive
    -------------------------------------------------------------------------
                                            income                    income
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
                                $'000        $'000        $'000        $'000
    -------------------------------------------------------------------------
    Marketable Securities       7,324         (371)           -            -
    -------------------------------------------------------------------------



    Movement in available for sale securities

    -------------------------------------------------------------------------
                                                                       $'000
    -------------------------------------------------------------------------
    Balance as at December 31, 2006                                        -
    -------------------------------------------------------------------------
    Received as part of a joint venture earn in payment                  698
    -------------------------------------------------------------------------
    Purchased as part of the EMC acquisition (refer note 4.2)          6,909
    -------------------------------------------------------------------------
    Purchased during the period                                           88
    -------------------------------------------------------------------------
    Fair value adjustment taken to other comprehensive income           (371)
    -------------------------------------------------------------------------
    Balance as at September 30, 2007                                   7,324
    -------------------------------------------------------------------------

    The Corporation has recognized a future income tax asset of $0.1 million
    that relates to the cumulative mark-to-market losses on the available-
    for-sale securities. The tax estimate is based on the assumption that if
    the securities were sold at their September, 2007 fair market value of
    the capital losses would be calculated at the appropriate tax rate of the
    jurisdiction in which the security is held.

    By holding these long-term investments the Corporation is inherently
    exposed to various risk factors including currency risk, market price
    risk and liquidity risk.

    11  OTHER ASSETS

    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
                                                           2007         2006
    -------------------------------------------------------------------------
                                                          $'000        $'000
    -------------------------------------------------------------------------
    Prepaid drill rigs                                    2,586       13,295
    -------------------------------------------------------------------------
    Advances for plant and equipment                     11,077        9,790
    -------------------------------------------------------------------------
    Long term deposits (note 6)                           3,107            -
    -------------------------------------------------------------------------
    Long term inventory (note 8)                          4,797            -
    -------------------------------------------------------------------------
    Asset retirement fund (note 14)                      20,061            -
    -------------------------------------------------------------------------
    Deferred charges for toll milling agreement          10,546            -
    -------------------------------------------------------------------------
    Other                                                10,956        2,740
    -------------------------------------------------------------------------
                                                         63,130       25,825
    -------------------------------------------------------------------------


    12  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
                                                           2007         2006
    -------------------------------------------------------------------------
                                                          $'000        $'000
    -------------------------------------------------------------------------
    Trade payables                                       10,001        6,471
    -------------------------------------------------------------------------
    Accruals                                             43,496          260
    -------------------------------------------------------------------------
    Other                                                 7,661        6,216
    -------------------------------------------------------------------------
                                                         61,158       12,947
    -------------------------------------------------------------------------


    13  CONVERTIBLE DEBENTURES

    On December 20, 2006, Uranium One completed a debt offering of
    Cdn $155.3 million ($133.2 million), (including the exercised over-
    allotment option of Cdn $20.3 million ($17.4 million) granted to
    underwriters) convertible unsecured subordinated debentures maturing
    December 31, 2011 (the "debentures"). The debentures were issued at
    Cdn $1,000 per debenture and the underwriters' fees amounted to
    Cdn $30 per debenture, which resulted in the net proceeds to the
    Corporation of Cdn $970 per debenture. The debentures bear interest at an
    annual rate of 4.25%, payable semi-annually in arrears on June 30 and
    December 31 of each year, commencing June 30, 2007. The June 30, 2007
    interest payment represents accrued interest from the closing of the
    offering to June 30, 2007. The conversion price was set at Cdn $20 per
    share, which is equivalent to 50 common shares for each Cdn $1,000
    principal amount of debentures. The debt and equity component were
    revalued on April 20, 2007, and were included as part of the purchase
    price for the Uranium One/UrAsia Energy business combination (note 3).
    The table below indicates the breakdown of the liability:

    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
                                                           2007         2006
    -------------------------------------------------------------------------
                                                          $'000        $'000
    -------------------------------------------------------------------------
    Liability component on date of business
     combination (note 3)                               118,450            -
    -------------------------------------------------------------------------
    Interest charged                                      7,694            -
    -------------------------------------------------------------------------
    Coupon payment                                       (3,201)           -
    -------------------------------------------------------------------------
    Foreign exchange movement                            11,960            -
    -------------------------------------------------------------------------
    Liability as at the end of the period               134,903            -
    -------------------------------------------------------------------------


    14  ASSET RETIREMENT OBLIGATIONS

    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
    -------------------------------------------------------------------------
                                                           2007         2006
    -------------------------------------------------------------------------
                                                          $'000        $'000
    -------------------------------------------------------------------------
    Opening balance                                       2,856        1,953
    -------------------------------------------------------------------------
    Acquisition of Uranium One (note 3)                   4,602            -
    -------------------------------------------------------------------------
    Acquisition of US Energy assets (note 4.1)            9,389            -
    -------------------------------------------------------------------------
    Acquisition of EMC assets (note 4.2)                  3,241            -
    -------------------------------------------------------------------------
    Incurred during the period                               44            -
    -------------------------------------------------------------------------
    Accretion expense                                       588          604
    -------------------------------------------------------------------------
    Revision                                                 27          299
    -------------------------------------------------------------------------
    Foreign exchange movement                               584            -
    -------------------------------------------------------------------------
    Closing Balance                                      21,331        2,856
    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
                                                           2007         2006
    -------------------------------------------------------------------------
                                                          $'000        $'000
    -------------------------------------------------------------------------
    Undiscounted and uninflated amount of
     estimated cash flows ($'000)                        30,452        4,284
    -------------------------------------------------------------------------
    Payable in years                                   1 - 10.5       4 - 18
    -------------------------------------------------------------------------
    Inflation rate                                2.69% - 7.00%        7.00%
    -------------------------------------------------------------------------
    Discount rate                                 7.39% - 14.5%       12.00%
    -------------------------------------------------------------------------


    Security of $20.1 million for reclamation obligations has been provided
    in the form required by the relevant country's authorities (note 11).


    15  SHARE CAPITAL

    -------------------------------------------------------------------------
    Common shares                Number of shares          Value of shares
    -------------------------------------------------------------------------
                               Sep 30,      Dec 31,      Sep 30,      Dec 31,
    -------------------------------------------------------------------------
                                 2007         2006         2007         2006
    -------------------------------------------------------------------------
                    Note                                  $'000        $'000
    -------------------------------------------------------------------------
    UrAsia Energy
     - movement
     from
     January 1,
     2007 to
     April 20,
     2007
    -------------------------------------------------------------------------
    Opening
     balance of
     common shares
     in issue             480,240,704  479,722,871      613,607      612,941
    -------------------------------------------------------------------------
    Exercise of
     warrants                 481,000      268,000           82           48
    -------------------------------------------------------------------------
    Exercise of
     stock options          1,866,807      249,833        7,601          618
    -------------------------------------------------------------------------
    Closing
     balance of
     issued and
     outstanding
     shares on
     April 20,
     2007                 482,588,511  480,240,704      621,290      613,607
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Uranium One -
     Movement from
     April 20, 2007
     to September 30,
     2007
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Conversion of
    UrAsia Energy
     shares to
     Uranium One
     shares at a
     ratio of 0.45   3    217,164,830                   621,290
    -------------------------------------------------------------------------
    Shares of
     Uranium One
     owned by
     Uranium One
     shareholders
     at acquisition       138,129,435                 1,709,647
    -------------------------------------------------------------------------
    Exercise of
     warrants                 150,000                     2,033
    -------------------------------------------------------------------------
    Exercise of
     stock options
     and restricted
     shares                 3,850,570                    41,995
    -------------------------------------------------------------------------
    U.S. Energy
     asset purchase
     consideration  4.1     6,607,605                    99,401
    -------------------------------------------------------------------------
    EMC asset
     purchase
     consideration  4.2   100,444,543                 1,013,215
    -------------------------------------------------------------------------
    Shares issued
     for services
     rendered                 323,748                     3,987
    -------------------------------------------------------------------------
    Closing balance
     of issued and
     outstanding
     shares               466,670,731  480,240,704    3,491,568      613,607
    -------------------------------------------------------------------------


    16  CONTRIBUTED SURPLUS

    The following table details the movements of contributed surplus during
    the period:

    -------------------------------------------------------------------------
    Movement
     for the nine
     months ended
     September 30,
     2007                    Warrants   Restricted      Options        TOTAL
    -------------------------------------------------------------------------
                                            shares
    -------------------------------------------------------------------------
                    Note        $'000        $'000        $'000        $'000
    -------------------------------------------------------------------------
    As at January 1,
     2007                           -            -       31,286       31,286
    -------------------------------------------------------------------------
    Issued on
     Uranium One/
     UrAsia Energy
     business
     combination     3         26,407          853       34,782       62,042
    -------------------------------------------------------------------------
    Issued on EMC
     asset
     acquisition    4.2             -            -       35,307       35,307
    -------------------------------------------------------------------------
    Share options
     expensed                       -            -       25,290       25,290
    -------------------------------------------------------------------------
    Share options
     exercised                      -            -      (26,110)     (26,110)
    -------------------------------------------------------------------------
    Restricted
     shares
     expensed                       -        3,297            -        3,297
    -------------------------------------------------------------------------
    Restricted
     shares
     exercised                      -       (1,075)           -       (1,075)
    -------------------------------------------------------------------------
    Warrants
     exercised                 (1,035)           -            -       (1,035)
    -------------------------------------------------------------------------
    As at
     September 30,
     2007                      25,372        3,075      100,555      129,002
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Movement
     for the 5
     months ended
     December 30,
     2006                    Warrants   Restricted      Options        TOTAL
    -------------------------------------------------------------------------
                                            shares
    -------------------------------------------------------------------------
                                $'000        $'000        $'000        $'000
    -------------------------------------------------------------------------
    As at
     August 1,
     2006                           -            -        9,307        9,307
    -------------------------------------------------------------------------
    Share options
     expensed                       -            -       22,162       22,162
    -------------------------------------------------------------------------
    Share options
     exercised                      -            -         (183)        (183)
    -------------------------------------------------------------------------
    As at
     December 31,
     2006                           -            -       31,286       31,286
    -------------------------------------------------------------------------

    Assumptions

    The fair value of stock options and restricted shared used to calculate
    the compensation expense was estimated using the Black scholes option
    pricing model with the following assumptions:

    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
                                                           2007         2006
    -------------------------------------------------------------------------
    Risk free interest rate                       4.28% - 4.64%        3.80%
    -------------------------------------------------------------------------
    Expected dividend yield                                  0%           0%
    -------------------------------------------------------------------------
    Expected volatility of Uranium One's
     share price                                            69%          46%
    -------------------------------------------------------------------------
    Expected life                                       5 years     10 years
    -------------------------------------------------------------------------

    Options

    Under Uranium One's 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, 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
                                                                     average
                                                      Number of     exercise
                                                        options        price
    -------------------------------------------------------------------------
                                                                       Cdn $
    -------------------------------------------------------------------------
    Balance as at August 1, 2006                     11,785,000         2.16
    -------------------------------------------------------------------------
    Granted                                          10,190,000         3.74
    -------------------------------------------------------------------------
    Exercised                                          (249,833)        1.95
    -------------------------------------------------------------------------
    Forfeiture or expiry of share options               (66,667)        3.00
    -------------------------------------------------------------------------
    Outstanding options at December 31, 2006         21,658,500         2.90
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Granted up to April 20, 2007                      1,935,000         5.99
    -------------------------------------------------------------------------
    Exercised up to April 20, 2007                   (1,866,807)        2.11
    -------------------------------------------------------------------------
    Forfeiture of share options up to
     April 20, 2007                                     (30,000)        1.80
    -------------------------------------------------------------------------
    Outstanding options as at April 20, 2007         21,696,693         5.86
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Converted UrAsia Energy share options
     on date of business combination                  9,763,498         7.33
    -------------------------------------------------------------------------
    Existing Uranium One share options
     on April 20, 2007                                5,390,754         6.67
    -------------------------------------------------------------------------
    EMC replacement options                           8,382,546         8.14
    -------------------------------------------------------------------------
    Granted subsequent to April 20, 2007              1,679,900        15.77
    -------------------------------------------------------------------------
    Exercised subsequent to April 20, 2007           (3,769,873)        4.63
    -------------------------------------------------------------------------
    Forfeiture of share options
     subsequent to April 20, 2007                      (114,069)       12.82
    -------------------------------------------------------------------------
    Outstanding options as at
     September 30, 2007                              21,332,756         8.47
    -------------------------------------------------------------------------

    The stock option compensation expense for the three and nine months ended
    September 30, 2007 was $15.5 million and $28.6 million (October 31, 2006:
    $1.1 million and $6.1 million ) for the Uranium One options and $0.1 and
    $0.2 million for the Aflease Gold options for the three and nine months
    ended September 30, 2007. As at September 30, 2007, the aggregate
    unexpended fair value of unvested stock options granted amounted to
    $30.8 million.

    The following table summarizes certain information about Uranium One's
    stock options outstanding at September 30, 2007:

    -------------------------------------------------------------------------
                            Options outstanding          Options exercisable
    -------------------------------------------------------------------------
                                 Weight  Weight               Weight  Weight
                                    -ed     -ed                  -ed     -ed
                        Number  average average      Number  average average
                   outstanding   remain    exer exercisable   remain    exer
                         as at     -ing   -cise       as at     -ing   -cise
                   ----------------------------------------------------------
    Range of
     Exercise
     Prices             Sep 30,    life   price      Sep 30,    life   price
    -------------------------------------------------------------------------
    US$                   2007   (years)  Cdn $        2007   (years)  Cdn $
    -------------------------------------------------------------------------
    1.09 to 2.74     1,713,519     2.68    2.34   1,362,474     2.68    2.48
    -------------------------------------------------------------------------
    3.03 to 4.81     3,625,221     3.69    4.02   2,990,887     3.69    4.02
    -------------------------------------------------------------------------
    5.00 to 7.79     3,725,229     6.46    6.67   3,062,141     6.46    6.57
    -------------------------------------------------------------------------
    8.26 to 9.90     5,586,828     4.69    8.42   5,231,246     4.69    8.42
    -------------------------------------------------------------------------
    10.40 to 11.91     746,750     5.72   11.60     365,000     5.72   11.55
    -------------------------------------------------------------------------
    12.02 to 13.70   3,511,800     4.64   12.25   1,710,528     4.64   12.09
    -------------------------------------------------------------------------
    14.12 to 16.87   2,423,409     6.42   15.92     442,280     6.42   16.21
    -------------------------------------------------------------------------
                    21,332,756     4.89    8.47  15,164,556     4.74    7.38
    -------------------------------------------------------------------------

    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 3 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
                                                          restricted shares
    -------------------------------------------------------------------------
                                                         Sep 30,      Dec 31,
    -------------------------------------------------------------------------
                                                           2007         2006
    -------------------------------------------------------------------------
    Restricted shares issued on business
     combination (note 3)                               404,231            -
    -------------------------------------------------------------------------
    Granted                                              20,000            -
    -------------------------------------------------------------------------
    Exercised during the period                         (80,697)           -
    -------------------------------------------------------------------------
    Lapsed during the period                             (2,722)           -
    -------------------------------------------------------------------------
    Total restricted shares outstanding
     at the end of the period                           340,812            -
    -------------------------------------------------------------------------

    Of the outstanding number of Restricted share rights, the grant date was
    July 1, 2007 for 20,000 Restricted share rights, December 8, 2006 for
    95,720 Restricted share rights, and June 7, 2006 for 225,092 Restricted
    share rights. Restricted share rights will not expire while the
    participant is in the employ of the Corporation.

    The Restricted share rights expense for the three and nine months ended
    September 30, 2007 was $0.7 million and $3.3 million. As at
    September 30, 2007 the aggregate unexpensed fair value of unvested
    restricted share rights granted amounted to $1.5 million.

    -------------------------------------------------------------------------
    Warrants                    Number of warrants         Allocated value
    -------------------------------------------------------------------------
                               Sep 30,      Dec 31,      Sep 30,      Dec 31,
    -------------------------------------------------------------------------
                                 2007         2006         2007         2006
    -------------------------------------------------------------------------
                                                          $'000        $'000
    -------------------------------------------------------------------------
    Issued on business
     combination (note 3)   2,731,619            -       26,407            -
    -------------------------------------------------------------------------
    Exercised during
     the period              (150,000)           -       (1,035)           -
    -------------------------------------------------------------------------
    At the end
     of the period          2,581,619            -       25,372            -
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
                                Number of warrants    Average exercise price
    -------------------------------------------------------------------------
                               Sep 30,      Dec 31,      Sep 30,      Dec 31,
    -------------------------------------------------------------------------
    Warrants comprise:           2007         2006         2007         2006
    -------------------------------------------------------------------------
      2008 Warrants         2,431,619            -         3.55            -
    -------------------------------------------------------------------------
      Series D Warrants       150,000            -         6.95            -
    -------------------------------------------------------------------------
    Total                   2,581,619            -         3.75            -
    -------------------------------------------------------------------------

    Series D warrants represents 150,000 warrants that expire on
    January 4, 2008. The 2008 warrants expire 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 has assumed all of the obligations of EMC arising under
    certain agreements with its subsidiaries and third parties in connection
    with property option and joint venture agreements of EMC or its
    subsidiaries, as the case may be. Uranium One has reserved a total of
    2,017,100 common shares of Uranium One for issuance pursuant to the
    assumed obligations under the Contingent Share Rights Agreements.


    17  FOREIGN EXCHANGE GAINS/(LOSSES)

    -------------------------------------------------------------------------
                                 3 months ended             9 months ended
    -------------------------------------------------------------------------
    A summary of the
     foreign exchange gain
     /(loss) by item is as
     follows:                  Sep 30,      Oct 31,      Sep 30,      Oct 31,
    -------------------------------------------------------------------------
                                 2007         2006         2007         2006
    -------------------------------------------------------------------------
                                $'000        $'000        $'000        $'000
    -------------------------------------------------------------------------
    Unrealized foreign
     exchange (loss)/gain
     on future income
     tax liability             (2,009)      26,900      (16,786)     (15,702)
    -------------------------------------------------------------------------
    Foreign exchange gain
     on other items            12,736          123       14,102        1,615
    -------------------------------------------------------------------------
                               10,727       27,023       (2,684)     (14,087)
    -------------------------------------------------------------------------


    18  CASH FLOW INFORMATION

    -------------------------------------------------------------------------
                                 3 months ended             9 months ended
    -------------------------------------------------------------------------
                               Sep 30,      Oct 31,      Sep 30,      Oct 31,
    -------------------------------------------------------------------------
                                 2007         2006         2007         2006
    -------------------------------------------------------------------------
                                $'000        $'000        $'000        $'000
    -------------------------------------------------------------------------
    Changes in non-cash
     working capital:
    -------------------------------------------------------------------------
    - Decrease/(increase) in
     accounts and other
     receivables               25,533        5,784       47,885       (2,497)
    -------------------------------------------------------------------------
    - Increase in
     inventories               (9,476)      (4,810)     (17,817)      (7,870)
    -------------------------------------------------------------------------
    - (Decrease)/increase in
     accounts payable and
     accrued liabilities      (10,277)      (1,779)     (26,227)       7,526
    -------------------------------------------------------------------------
    - (Decrease)/Increase in
     income taxes payable      (5,224)           -        1,077            -
    -------------------------------------------------------------------------
                                  556         (805)       4,918       (2,841)
    -------------------------------------------------------------------------
    Significant non-cash
     investing activities
    -------------------------------------------------------------------------
    EMC asset purchase      1,048,522            -    1,048,522            -
    -------------------------------------------------------------------------
    - common shares         1,013,215            -    1,013,215            -
    -------------------------------------------------------------------------
    - options                  35,307            -       35,307            -
    -------------------------------------------------------------------------
    Uranium One business
     combination                    -            -    1,818,169            -
    -------------------------------------------------------------------------
    - common shares                 -            -    1,709,647            -
    -------------------------------------------------------------------------
    - options, warrants
     and restricted
     share rights                   -            -       62,042            -
    -------------------------------------------------------------------------
    - equity component
     of convertible
     debentures                     -            -       46,480            -
    -------------------------------------------------------------------------
    U.S. Energy asset
     purchase                       -            -       99,401            -
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Supplemental cash
     flow information
    -------------------------------------------------------------------------
    Cash interest paid              -            -        3,201            -
    -------------------------------------------------------------------------
    Cash taxation paid          7,184          748       20,831        6,239
    -------------------------------------------------------------------------

    Short term loans

    The February 2005 Nedcor Securities loan represented draw-downs on a
    facility provided by Nedcor Securities, secured by the investment held by
    Uranium One's wholly owned subsidiary, Uranium One Africa Limited
    ("Uranium One Africa"), in Randgold and Exploration Company Limited
    ("Randgold") shares.

    The August 2006 Nedcor Securities loan represented draw-downs on a
    facility provided by Nedcor Securities, secured by Uranium One Africa's
    investment in Aflease Gold shares.

    Both loans were repaid during the quarter for a total cash consideration
    of $55.2 million, including accrued interest with the security over the
    investments being released upon repayment.


    19  BASIC LOSS PER SHARE AND DILUTED LOSS PER SHARE

    -------------------------------------------------------------------------
                                 3 months ended             9 months ended
    -------------------------------------------------------------------------
                               Sep 30,      Oct 31,     Sep 30,       Oct 31,
    -------------------------------------------------------------------------
                                 2007         2006         2007         2006
    -------------------------------------------------------------------------
    Basis (loss)/
     earnings per share ($);
     and                        (0.04)        0.12       (0.07)        (0.08)
    -------------------------------------------------------------------------
    Diluted (loss)/
     earnings per share ($)     (0.04)        0.12       (0.07)        (0.08)
    -------------------------------------------------------------------------
    is calculated based
     on a net (loss)/profit
     for the period of
     ($'000) and;             (17,257)      25,912     (22,980)      (18,321)
    -------------------------------------------------------------------------
    a weighted average
     basic number of
     shares
     outstanding of       422,308,439  217,164,830  324,894,474  217,164,830
    -------------------------------------------------------------------------
    a weighted average
     diluted number of
     shares
     outstanding of       422,308,439  217,164,830  324,894,474  217,164,830
    -------------------------------------------------------------------------

    For the three and nine month periods ended September 30, 2007 and the
    nine month period ended October 31, 2006, the impact of outstanding share
    options and warrants was excluded from the diluted share calculation
    because it was anti-dilutive for loss per share purposes.


    20  SEGMENTED INFORMATION

    The Corporation's reportable operating segments are summarized in the
    table below (alphabetically by country):

    For the three months ended September 30, 2007: (in $'000)
    -------------------------------------------------------------------------
                                                     Operating  Depreciation
                                   Country  Revenue   expenses   & depletion
    -------------------------------------------------------------------------
                                              $'000      $'000         $'000
    -------------------------------------------------------------------------
    Honeymoon Uranium Project
     and exploration             Australia        -          -          (104)
    -------------------------------------------------------------------------
    Pitchstone Exploration          Canada        -          -             -
    -------------------------------------------------------------------------
    Akdala Uranium Mine         Kazakhstan    8,019       (660)         (655)
    -------------------------------------------------------------------------
    South Inkai Uranium
     Project                    Kazakhstan        -          -             -
    -------------------------------------------------------------------------
    Kharasan Uranium Project    Kazakhstan        -          -             -
    -------------------------------------------------------------------------
    Kyrgyzstan exploration      Kyrgyzstan        -          -           (22)
    -------------------------------------------------------------------------
    Dominion Uranium Mine     South Africa        -          -             -
    -------------------------------------------------------------------------
    Modder East Gold Project  South Africa        -          -            (3)
    -------------------------------------------------------------------------
    Shootaring Canyon
     Uranium Mill            United States        -          -          (121)
    -------------------------------------------------------------------------
    Hobson facility and
     La Palangana Project    United States        -          -           (75)
    -------------------------------------------------------------------------
    Exploration              United States        -          -           (78)
    -------------------------------------------------------------------------
    Corporate and other                           -          -            (9)
    -------------------------------------------------------------------------
    Total                                     8,019       (660)       (1,067)
    -------------------------------------------------------------------------


    -----------------------------------------------------------------
                              Exploration   Net profit       Capital
                              expenditure       /(loss)  expenditure
    -----------------------------------------------------------------
                                    $'000        $'000         $'000
    -----------------------------------------------------------------
    Honeymoon Uranium Project
     and exploration                 (491)        (906)        6,102
    -----------------------------------------------------------------
    Pitchstone Exploration           (772)        (772)            -
    -----------------------------------------------------------------
    Akdala Uranium Mine                 -        1,998           769
    -----------------------------------------------------------------
    South Inkai Uranium
     Project                            -           (3)       11,491
    -----------------------------------------------------------------
    Kharasan Uranium Project            -          888         7,463
    -----------------------------------------------------------------
    Kyrgyzstan exploration           (541)        (755)            3
    -----------------------------------------------------------------
    Dominion Uranium Mine            (167)        (150)       49,041
    -----------------------------------------------------------------
    Modder East Gold Project            -          881         1,970
    -----------------------------------------------------------------
    Shootaring Canyon
     Uranium Mill                     (23)        (536)            5
    -----------------------------------------------------------------
    Hobson facility and
     La Palangana Project               -       (2,636)        3,073
    -----------------------------------------------------------------
    Exploration                    (2,261)      (4,875)          381
    -----------------------------------------------------------------
    Corporate and other            (1,318)     (10,391)        2,472
    -----------------------------------------------------------------
    Total                          (5,573)     (17,257)       82,770
    -----------------------------------------------------------------


    For the nine months ended September 30, 2007:

    -------------------------------------------------------------------------
                                                     Operating  Depreciation
                                   Country  Revenue   expenses   & depletion
    -------------------------------------------------------------------------
                                              $'000      $'000         $'000
    -------------------------------------------------------------------------
    Honeymoon Uranium Project
     and exploration             Australia        -          -          (197)
    -------------------------------------------------------------------------
    Pitchstone Exploration          Canada        -          -             -
    -------------------------------------------------------------------------
    Akdala Uranium Mine         Kazakhstan   73,014     (9,761)       (7,252)
    -------------------------------------------------------------------------
    South Inkai Uranium
     Project                    Kazakhstan        -          -             -
    -------------------------------------------------------------------------
    Kharasan Uranium Project    Kazakhstan        -          -             -
    -------------------------------------------------------------------------
    Kyrgyzstan exploration      Kyrgyzstan        -          -           (42)
    -------------------------------------------------------------------------
    Dominion Uranium Mine     South Africa        -          -             -
    -------------------------------------------------------------------------
    Modder East Gold Project  South Africa        -          -            (6)
    -------------------------------------------------------------------------
    Shootaring Canyon
     Uranium Mill            United States        -          -          (201)
    -------------------------------------------------------------------------
    Hobson facility and
     La Palangana Project    United States        -          -           (75)
    -------------------------------------------------------------------------
    Exploration              United States        -          -          (161)
    -------------------------------------------------------------------------
    Corporate and other                           -          -           (16)
    -------------------------------------------------------------------------
    Total                                    73,014     (9,761)       (7,950)
    -------------------------------------------------------------------------


    -----------------------------------------------------------------
                              Exploration   Net profit       Capital
                              expenditure       /(loss)  expenditure
    -----------------------------------------------------------------
                                    $'000        $'000         $'000
    -----------------------------------------------------------------
    Honeymoon Uranium Project
     and exploration                 (909)      (1,804)       11,554
    -----------------------------------------------------------------
    Pitchstone Exploration         (1,314)      (1,314)            -
    -----------------------------------------------------------------
    Akdala Uranium Mine                 -       26,060         4,211
    -----------------------------------------------------------------
    South Inkai Uranium
     Project                            -          123        30,504
    -----------------------------------------------------------------
    Kharasan Uranium Project            -       (1,141)       14,649
    -----------------------------------------------------------------
    Kyrgyzstan exploration         (2,549)      (3,092)           49
    -----------------------------------------------------------------
    Dominion Uranium Mine            (520)         247        88,601
    -----------------------------------------------------------------
    Modder East Gold Project            -          871         3,534
    -----------------------------------------------------------------
    Shootaring Canyon
     Uranium Mill                     (31)        (850)            5
    -----------------------------------------------------------------
    Hobson facility and
     La Palangana Project               -       (2,636)        3,073
    -----------------------------------------------------------------
    Exploration                    (3,229)     (26,743)          381
    -----------------------------------------------------------------
    Corporate and other            (3,438)     (12,701)       10,933
    -----------------------------------------------------------------
    Total                         (11,990)     (22,980)      167,494
    -----------------------------------------------------------------


    As at September 30, 2007: (in $'000)
    -------------------------------------------------------------------------
                                            Mineral
                                           property,
                                          plant and      Total         Total
                               Country    equipment     assets   liabilities
    -------------------------------------------------------------------------
                                              $'000      $'000         $'000
    -------------------------------------------------------------------------
    Honeymoon Uranium
     Project and
     exploration             Australia      222,791    256,501        59,638
    -------------------------------------------------------------------------
    Pitchstone exploration      Canada       29,053     22,277         3,031
    -------------------------------------------------------------------------
    Akdala Uranium Mine     Kazakhstan      200,921    247,680        85,483
    -------------------------------------------------------------------------
    South Inkai Uranium
     Project                Kazakhstan      437,003    441,439       207,440
    -------------------------------------------------------------------------
    Kharasan Uranium
     Project                Kazakhstan      164,782    179,915        94,137
    -------------------------------------------------------------------------
    Kyrgyzstan
     exploration            Kyrgyzstan          422      1,750            65
    -------------------------------------------------------------------------
    Dominion Uranium
     Mine                 South Africa    2,212,809  2,221,778       889,437
    -------------------------------------------------------------------------
    Modder East Gold
     Project              South Africa      140,765    111,758        47,886
    -------------------------------------------------------------------------
    Shootaring Canyon
     Uranium Mill        United States       45,496     57,657         7,266
    -------------------------------------------------------------------------
    Hobson facility
     and La Palangana
     Project             United States       48,891  1,475,506       506,389
    -------------------------------------------------------------------------
    Exploration          United States    1,463,608     62,336        29,981
    -------------------------------------------------------------------------
    Corporate and other                      27,583    632,008       119,275
    -------------------------------------------------------------------------
    Total                                 4,994,124  5,710,605     2,050,028
    -------------------------------------------------------------------------


    For the three months ended October 31, 2006: (in $'000)

    -------------------------------------------------------------------------
                                                     Operating  Depreciation
                               Country      Revenue   expenses   & depletion
    -------------------------------------------------------------------------
                                              $'000      $'000         $'000
    -------------------------------------------------------------------------
    Akdala Uranium Mine     Kazakhstan        4,192     (1,417)       (1,189)
    -------------------------------------------------------------------------
    South Inkai Uranium
     Project                Kazakhstan            -          -             -
    -------------------------------------------------------------------------
    Kharasan Uranium
     Project                Kazakhstan            -          -             -
    -------------------------------------------------------------------------
    Kyrgyzstan exploration  Kyrgyzstan            -          -            17
    -------------------------------------------------------------------------
    Corporate and other                           -      2,436             3
    -------------------------------------------------------------------------
    Total                                     4,192      1,019        (1,169)
    -------------------------------------------------------------------------


    -----------------------------------------------------------------
                              Exploration   Net profit       Capital
                              expenditure       /(loss)  expenditure
    -----------------------------------------------------------------
                                    $'000        $'000         $'000
    -----------------------------------------------------------------
    Akdala Uranium Mine                 -        7,972        11,550
    -----------------------------------------------------------------
    South Inkai Uranium
     Project                            -       15,337             -
    -----------------------------------------------------------------
    Kharasan Uranium
     Project                            -        4,877         3,379
    -----------------------------------------------------------------
    Kyrgyzstan exploration         (1,779)      (1,733)         (138)
    -----------------------------------------------------------------
    Corporate and other                 -         (541)         (459)
    -----------------------------------------------------------------
    Total                          (1,779)      25,912        14,332
    -----------------------------------------------------------------


    For the nine months ended October 31, 2006: (in $'000)

    -------------------------------------------------------------------------
                                                     Operating  Depreciation
                               Country      Revenue   expenses   & depletion
    -------------------------------------------------------------------------
                                              $'000      $'000         $'000
    -------------------------------------------------------------------------
    Akdala Uranium Mine     Kazakhstan       21,498     (8,406)       (1,189)
    -------------------------------------------------------------------------
    South Inkai Uranium
     Project                Kazakhstan            -          -             -
    -------------------------------------------------------------------------
    Kharasan Uranium
     Project                Kazakhstan            -          -             -
    -------------------------------------------------------------------------
    Kyrgyzstan exploration  Kyrgyzstan            -          -            92
    -------------------------------------------------------------------------
    Corporate and other                           -      6,187             3
    -------------------------------------------------------------------------
    Total                                    21,498     (2,219)       (1,094)
    -------------------------------------------------------------------------


    -----------------------------------------------------------------
                              Exploration   Net profit       Capital
                              expenditure       /(loss)  expenditure
    -----------------------------------------------------------------
                                    $'000        $'000         $'000
    -----------------------------------------------------------------
    Akdala Uranium Mine                 -        4,347        18,574
    -----------------------------------------------------------------
    South Inkai Uranium
     Project                            -       (8,901)            -
    -----------------------------------------------------------------
    Kharasan Uranium
     Project                            -       (3,548)        5,555
    -----------------------------------------------------------------
    Kyrgyzstan exploration         (4,427)      (4,358)          150
    -----------------------------------------------------------------
    Corporate and other                 -       (5,861)         (459)
    -----------------------------------------------------------------
    Total                          (4,427)     (18,321)       23,820
    -----------------------------------------------------------------


    As at December 31, 2006: (in $'000)
    -------------------------------------------------------------------------
                                            Mineral
                                           property,
                                          plant and      Total         Total
                               Country    equipment     assets   liabilities
    -------------------------------------------------------------------------
                                              $'000      $'000         $'000
    -------------------------------------------------------------------------
    Akdala Uranium Mine     Kazakhstan      209,407    285,654        89,317
    -------------------------------------------------------------------------
    South Inkai Uranium
     Project                Kazakhstan      407,437    407,437       194,236
    -------------------------------------------------------------------------
    Kharasan Uranium
     Project                Kazakhstan      150,737    156,267        68,816
    -------------------------------------------------------------------------
    Kyrgyzstan
     exploration            Kyrgyzstan          353      1,271           166
    -------------------------------------------------------------------------
    Corporate and other                         953    120,989         3,394
    -------------------------------------------------------------------------
    Total                                   768,887    971,618       355,929
    -------------------------------------------------------------------------


    21  CONTINGENT SALE OF AN INTEREST IN THE DOMINION URANIUM PROJECT

    On June 7, 2005, Uranium One Africa and Micawber 397 (Proprietary)
    Limited ("Micawber 397"), a company owned by historically disadvantaged
    South Africans, entered into a definitive purchase and sale agreement, a
    management and skills transfer agreement and a joint venture agreement.

    Pursuant to these agreements, Uranium One Africa agreed to sell to
    Micawber 397 an undivided 26% interest in the Dominion Uranium Project
    for cash consideration equal to 26% of the net present value of the
    Dominion assets at the date when Micawber elects to pay at least 20% of
    the purchase price. This election must occur within three years after
    receipt of Micawber 397 of their first profit distribution from the joint
    venture. After the first payment, Micawber is obliged to pay at least 20%
    of the purchase price during each subsequent three year period, so that
    the purchase price is paid in full within twelve years of the date of the
    first payment.

    The parties agreed to contribute their interests in the assets to a joint
    venture to be managed by Uranium One Africa, and to fund the development
    and operation of those assets in accordance with their respective joint
    venture interests. Uranium One agreed to lend to Micawber 397 the funds
    required to contribute their share under the joint venture agreement. The
    aggregate amount of that loan, plus accrued interest, is repayable from
    Micawber 397's share of joint venture profits.

    The Micawber transaction was approved by Uranium One Africa's
    shareholders in September 2005, following which the South African
    Department of Minerals and Energy granted a "new order" mining right to
    the Corporation for the Dominion Uranium Project in October 2006. The
    Micawber 397 transaction will be accounted for in Uranium One's
    consolidated financial statements when the risks and rewards of the
    transaction are deemed to have passed to Micawber 397. Management has
    determined that this event will occur on the day that Micawber 397 elects
    to pay at least 20% of the purchase price, prompting the determination of
    the purchase price. As at September 30, 2007, Micawber 397 has not paid
    any part of the purchase price.


    22  SUBSEQUENT EVENT

    Aflease Gold convertible bonds

    Aflease Gold announced on October 25, 2007 that it had secured
    commitments for subscriptions for approximately $90 million of
    convertible bonds, due 2012, to international institutional investors.
    The bonds issued by Aflease Gold will, subject to the terms and
    conditions of the bonds, be convertible at the option of the bondholders
    into ordinary shares of Aflease Gold. The bonds will be issued at 100% of
    their principal amount. The coupon and the yield to maturity on the bonds
    have been set at 8.5% and 10.0% respectively and the coupon will be
    payable quarterly in arrears. The conversion price has been set at a
    premium of 25% to the volume weighted average price of the ordinary
    shares on the JSE on Friday, 19 October 2007. The issuance of the bonds
    is subject to approval by shareholders and the JSE (Johannesburg Stock
    Exchange).

    Corporate Information

    Corporate Office
    Uranium One Inc.
    390 Bay Street, Suite 1610
    Toronto, Ontario M5H 2Y2
    Telephone: (416) 350 3657
    Facsimile: (416) 363 6806
    E-mail: info@uranium1.com
    Website: www.uranium1.com

    Registrar and Transfer Agent
    Computershare Investor Services Inc.
    100 University Avenue, 8th Floor
    Toronto, Ontario M5J 2Y1
    Telephone: (416) 981 9500
    Facsimile: (416) 981 9800

    Auditors
    Deloitte & Touche LLP
    Four Bentall Centre
    2800-1055 Dunsmuir Street
    Vancouver, BC V7X1P4
    Telephone: (604) 669 4466
    Facsimile: (604) 685 0395

    Legal Counsel
    Fasken Martineau DuMoulin LLP
    Toronto Dominion Bank Tower
    Toronto-Dominion Centre
    66 Wellington Street West, Suite 4200
    Toronto, Ontario M5K 1N6
    Telephone: (416) 366 8381
    Facsimile: (416) 364 7813

    Stock Exchange Listings
    The Toronto Stock Exchange
    Trading Symbol: UUU
    The Johannesburg Securities Exchange
    Trading Symbol: UUU
    





For further information:

For further information: Neal Froneman, Chief Executive Officer, Tel:
(416) 350-3657; Chris Sattler, Senior Vice President, Investor Relations, Tel:
(416) 350-3657

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Uranium One Inc.

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