Pacific North West Capital 20-F/A 2008 FY Annual report (foreign) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

AMENDMENT #1

FORM 20-F/A

MARCH 24, 2009

		Registration Statement Pursuant to Section 12(b) Or (g) of the Securities Exchange Act of 1934
OR
X		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		FOR THE FISCAL YEAR ENDED			APRIL 30, 2008
OR
		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EVENT REQUIRING THIS SHELL COMPANY REPORT
		FOR THE TRANSITION PERIOD FROM ______________ TO _________________
COMMISSION FILE NUMBER:			0-29928
Pacific North West Capital Corp.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Not Applicable
(TRANSLATION OF REGISTRANT’S NAME INTO ENGLISH)
British Columbia, Canada
(JURISDICTION OF INCORPORATION OR ORGANIZATION)
2303 West 41st Avenue, Vancouver, British Columbia V6M 2A3
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT.
	TITLE OF EACH CLASS			NAME ON EACH EXCHANGE ON WHICH REGISTERED
	None			Not Applicable
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT.
Common Shares Without Par Value
(TITLE OF CLASS)

SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d) OF THE ACT.
None
(TITLE OF CLASS)
INDICATE THE NUMBER OF OUTSTANDING SHARES OF EACH OF THE ISSUER’S CLASSES OF CAPITAL OR COMMON SHARES AS OF THE CLOSE OF THE PERIOD COVERED BY THE ANNUAL REPORT.
61,658,008Shares
Indicate by check mark whether the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.
	YES				NO	X
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
	YES				NO	X
Note – Checking the box above will not relieve any registrant required to filed reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
	YES	X			NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchanage Act (Check one):
Large accelerated filer				Accelerated filer				Non-accelerated filer	X
Indicate by check mark which financial statement item the registrant has elected to follow.
	X		Item 17				Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of this Exchange Act).
	YES				NO	X
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
	YES				NO	X

TABLE OF CONTENTS

	Page
Glossary of Mining Terms	6
Explanatory Note	8
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	8
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	8
ITEM 3. KEY INFORMATION	8
A. Selected Financial Data	8
B. Capitalization and Indebtedness	9
C. Reasons for the Offer and Use of Proceeds	9
D. Risk Factors	9
ITEM 4. INFORMATION ON THE COMPANY	14
A. History and Development of the Company	14
B. Business Overview	14
C. Organizational Structure	14
D. Property, Plants, and Equipment	14
Ontario, Canada	14
I. River Valley Farm-In and Joint Venture Project	14
II. Sargesson Lake and Kelly-Davis Properties	27
III. West Timmins Nickel Project	27
IV. Raglan Hills (formerly South Renfrew)	28
V. Coldwell Properties	29
VI. Goodchild Property	29
VII. Walsh Township	29
VIII. East Sudbury Property	30
IX. Swayze Joint Venture	30
X. North Duluth Property	31
Quebec, Canada	31
I. Glitter Lake Property	31
II. Soquem Taureau & Chenneville Projects	32
Northwest Territories	33
I. Winter Lake	33
Saskatchewan Project	33
I. Nickel Plats Project	33
Newfoundland and Labrador, Canada	34
I. Konrad Mineral License 972M	34
II. Labrador Nickel Project	35
Alaska, USA	35
I. Union Bay Platinum Property	35
II. Kane Property	36
III. Goodnews Bay Property	36
IV. Tonsina Property	38
V. South East Alaska	38
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	39
A. Operating Results	39
Twelve Months Ended April 30, 2008 Compared to Twelve Months Ended April 30, 2007	39
Twelve Months Ended April 30, 2007 Compared to Twelve Months Ended April 30, 2006	43
B. Liquidity and Capital Reserves	46
Twelve Months Ended April 30, 2008 Compared to Twelve Months Ended April 30, 2007	46
Twelve Months Ended April 30, 2007 Compared to Twelve Months Ended April 30, 2006	47
C. Research and Development, Patents and Licenses, etc.	47
D. Trend Information	48
E. Off-Balance Sheet Arrangements	48

2

F. Tabular Disclosure of Contractual Obligations	48
G. Safe Harbour	48
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	48
A. Directors and Senior Management	48
B. Compensation	50
C. Board Practices	56
D. Employees	60
E. Share Ownership	60
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	65
A. Major Shareholders	65
B. Related Party Transactions	66
C. Interests of Experts and Counsel	66
ITEM 8. FINANCIAL INFORMATION	66
A. Consolidated Statements and Other Financial Information	66
B. Significant Changes	66
ITEM 9. THE OFFER AND LISTING	66
A. Offer and Listing Details	66
B. Plan of Distribution	68
C. Markets	68
D. Selling Shareholders	69
E. Dilution	69
F. Expense of the Issue	69
G. Performance Graph	69
ITEM 10. ADDITIONAL INFORMATION	69
A. Share Capital	69
B. Memorandum and Articles of Association	70
C. Material Contracts	70
D. Exchange Controls	70
E. Taxation	70
F. Dividends and Paying Agents	77
G. Statements by Experts	77
H. Documents on Display	77
I. Subsidiary Information	77
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	78
PART II
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	78
ITEM 13. DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES	78
ITEM 14. MATERIAL MODICIATION STO THE RIGHTS OF SECURITY HOLDERS AND USE  OF PROCEEDS	78
ITEM 15. CONTROLS AND PROCEDURES	78
ITEM 16. (RESERVED)	79
ITEM 16A. AUDIT COMMITTEE FINANCIAL REPORT	79
ITEM 16B. CODE OF ETHICS	82
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	82
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	83
ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED    PURCHASERS	83
PART III
ITEM 17. FINANCIAL STATEMENTS	83
ITEM 18. FINANCIAL STATEMENTS	83
ITEM 19. EXHIBITS	83
EXHIBIT 1. Financial Statements
SIGNATURES	83
CERTIFICATIONS	84

5

GLOSSARY

The following are definitions of mining terms and certain other terms used in this Statement.

Anglo Platinum	Anglo American Platinum Corporation Limited
Au	The chemical symbol for gold
Assay	A chemical test performed on a sample of rocks or core to determine the amount of contained metals
Assessment Work	The amount of work, specified by mining law, that must be performed each year in order to retain legal control of mining claims
Breccia	A rock in which angular fragments are surrounded by a mass of fine-grained minerals
Chalcopyrite	A sulphide mineral of copper and iron; an important ore mineral of copper
Channel Sample	A sample from a small trench or channel, cut on a rock surface, usually about 5-10 cm wide and 2 cm deep, to provide accurate distribution of mineralization
Chip Sample	A method of sampling a rock exposure whereby a regular series of small chips of rock is broken off along a line across the face
Diabase	A common basic intrusive igneous rock usually occurring in dykes or sills
Diamond Drill	A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, two cm or more in diameter
Diorite	An intrusive igneous rock composed chiefly of plagioclase, hornblende, biotite or pyroxene
Geophysical Surveys	The use of one or more geophysical techniques in geophysical exploration
EM Survey	A geophysical survey method which measures the electromagnetic properties of rocks
Exploration	Prospecting, sampling, mapping, diamond drilling and other work involved in searching and defining  ore bodies
Falconbridge	Xstrata Canada Corporation formerly Falconbridge Limited
Grab Samples	A sample of rock or sediment taken more or less indiscriminately at any place
Granite	A coarse-grained intrusive igneous rock consisting of quartz, feldspar and mica
gpt or g/t	Grams per tonne.
Induced Polarization	A geophysical survey method which measures the  conductivity properties of rocks
g/t Au	Grams per tonne gold
Kaymin	Kaymin Resources Limited, a wholly-owned subsidiary of Anglo Platinum
Km	A measure of distance known as a kilometre
Mineralization	The concentration of metals and their chemical compounds within a body of rock
Ni	The chemical symbol for nickel
Nickel	A hard white silver metallic chemical element
NSR	Net Smelter Returns
opt	Ounce per tonne

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Ore	A natural aggregate of one or more minerals, which at a specified time and place, may be mined and sold at a profit, or which from some part may be profitably separated
Oz	A measure of weight known as an ounce
Pd	The chemical symbol for Palladium
PGM	Platinum Group Metals
PGE	Platinum Group Elements
ppm	Parts per million
Pt	The chemical symbol for Platinum
RVI	River Valley Intrusion
SIC	Sudbury Igneous Complex
Sample	A small portion of rock or mineralization taken so that the metal content can be determined by assaying
Sampling	Selecting a fractional but representative part of a rock or mineralization for analysis
Strike	The bearing of a bed or layer of rock
Vein	A fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source
Xstrata	Xstrata Canada Corporation formerly Falconbridge Limited

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EXPLANATORY NOTE

This Amendment No. 1 is being filed in response to correspondence received from the Securities and Exchange Commission regarding the originally filed Form 20-F filed July 30, 2008.  Item 3 and Exhibit 1 which have been amended in order to reflect the adjustment of mineral acquisition costs for the year ended April 30, 2008.  Item 4 has been amended to provide clarity in this section to clearly distinguish between proven and probable reserves.  Additional Cautionary Notes to US Investors and additional clarity to location and ownership.  Item 15 has been amended to reflect management’s Evaluation of Disclosure Controls and Procedures and Management’s Report on Internal Control Over Financial Reporting.  In addition a revision was suggested on the Certifications for Section 302 of the CEO and the CFO to reference the responsibility for establishing and maintaining internal controls over financial reporting and to conform with the instructions provided in Item 19 of Form 20-F.

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

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

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

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

ITEM 3.

KEY INFORMATION

A.

Selected Financial Data

Pacific North West Capital Corp. ("PFN" or the "Company") has a limited history of operations and has not generated any operating revenues. The following table sets forth, for the periods and the dates indicated, selected financial and operating data for the Company.  This information should be read in conjunction with the Company's financial statements and notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere herein.  The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company.  To date the Company has not paid any dividends on its common shares and it does not expect to pay dividends in the foreseeable future.

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in Canada ("Canadian GAAP").  There are material differences between Canadian GAAP and the United States Generally Accepted Accounting Principles ("U.S. GAAP") as applied to the Company including disclosure items.  For a comparison of these differences, refer to footnote No. 12 to the April 30, 2008 Audited Financial Statements.

Selected Financial Data

(In Canadian Dollars)

	Year Ended April 2008	Year Ended April 2007	Year Ended April 2006	Year Ended April 2005	Year Ended April 2004
Canadian GAAP
Interest income	314,082	147,301	115,571	112,423	73,513
Project management fees	297,622	49,209	140,474	317,329	280,354
Net Loss	883,378	1,230,764	1,344,822	1,894,297	1,276,008
Loss per common share	(0.02)	(0.03)	(0.04)	(0.06)	(0.05)
Weighted Average No. Shares	53,358,393	37,743,307	34,553,930	31,733,575	25,151,992

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Selected Financial Data continued

(In Canadian Dollars)

	Year Ended April 2008	Year Ended April 2007	Year Ended April 2006	Year Ended April 2005	Year Ended April 2004
Working capital	10,088,901	4,298,776	3,474,322	4,518,026	5,566,082
Mineral properties	6,622,731	2,795,717	2,072,383	1,336,348	534,529
Total assets	17,087,029	7,315,871	5,681,742	6,070,616	7,202,319
Capital stock	25,677,015	16,906,926	14,227,882	13,381,700	13,228,572
Dividends declared per share	-	-	-	-	-

Selected Financial Data

(In Canadian Dollars)

	Year Ended April 2008	Year Ended April 2007	Year Ended April 2006	Year Ended April 2005	Year Ended April 2004
US GAAP
Interest income	314,082	147,301	115,571	112,423	73,513
Project management fees	297,622	49,209	140,474	317,329	280,354
Net loss for period	4,939,262	2,257,084	2,468,506	2,696,116	1,480,365
Loss per common share	(0.09)	(0.06)	(0.07)	(0.08)	(0.05)
Weighted Average No. Shares	53,358,393	37,743,307	34,553,930	31,733,575	25,151,992
Working Capital	8,031,041	3,567,904	3,333,963	4,518,026	4,662,282
Mineral properties	-	-	-	-	-
Total assets	10,464,298	4,520,154	3,609,359	4,734,268	6,667,790
Capital stock	25,677,015	16,906,926	14,227,882	13,381,700	13,228,572
Dividends declared per share	-	-	-	-	-

B.

Capitalization and Indebtedness

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

C.

Reasons for the Offer and Use of Proceeds

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

D.

Risk Factors

As resource exploration is a speculative business, which is characterized by a number of significant risks including, among other things, unprofitable efforts resulting from the failure to discover mineral deposits.  The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.

To date, the Company’s properties have no proven commercially viable reserves and are currently at the exploration stage and as such prospective purchasers of the Company’s common shares should consider carefully, among other things, that the Company’s exploration of its properties involves significant risks.  Our current Management while

9

considerably experienced in managing exploration projects has limited production experience and as such is dependent upon the production expertise of our joint venture partners.

(i)

Exploration Risks

Mineral exploration involves a high degree of risk and few properties which are explored are ultimately developed into producing mines.  There is no assurance that the Company’s mineral exploration activities will result in any discoveries of commercial bodies of mineralization.  The long-term profitability of the Company’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors.

Substantial expenditures are required to establish reserves through drilling, metallurgical processes to extract the metal from the ore and, in the case of new properties, to build the mining and processing facilities and infrastructure at any site chosen for mining.  Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities and grades to justify commercial operations or that the funds required for further expansion can be obtained on a timely basis. All of the Company’s projects are currently in exploration stages.  Estimates and mineral projects can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors and unforeseen technical difficulties, as well as unusual or unexpected geological formations and work interruptions.  In addition, the grade of ore ultimately mined may differ from that indicated by drilling results.  

(ii)

Lack of Cash Flow and Non-Availability of Additional Funds

The Company's properties are currently being explored or assessed for exploration and as a result, the Company has no source of operating cash flow.  The Company has limited financial resources and there is no assurance that if additional funding were needed, that it would be available to the Company on terms and conditions acceptable to it. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and the possible, partial or total loss of the Company's interest in current properties.  The Company presently has sufficient financial resources to undertake all of its currently planned exploration programs.  The Company’s joint venture partner Kaymin, a fully owned subsidiary of Anglo Platinum, is currently funding the exploration program on the River Valley property.   The Company is also currently exploring the West Timmins Nickel Project in conjunction with joint venture partner  Xstrata Canada Corporation formerly Falconbridge Limited (Falconbridge).

The exploration of any ore deposits found on the Company's exploration properties depends upon the Company's ability to obtain financing through debt financing, equity financing or other means.  There is no assurance that the Company will be successful in obtaining the required financing.  Failure to obtain additional financing on a timely basis could cause the Company to forfeit all or parts of its interests in some or all of its properties or joint ventures and reduce or terminate its operations.

None of the Company's properties has commenced commercial production and the Company has no history of earnings or cash flow from its operations.  As a result there can be no assurance that the Company will be able to develop any of its properties profitably or that its activities will generate positive cash flow.  The Company has not declared or paid dividends on its common shares since incorporation and does not anticipate doing so in the foreseeable future.  The only present source of funds available to the Company is through the sale of its common shares.  Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists on any property.  While the Company may generate additional working capital through the operation, sale or possible joint venture expansion of its properties, there is no assurance that any such funds will be available for operations.

(iii)

Operating Hazards and Risks

Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.  Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, of PGMs and other metals, such as unusual or

10

unexpected formations, cave-ins, pollution, all of which could result in work stoppages, damage to property, and possible environmental damage.  The Company does have $10,000,000 commercial general liability insurance covering its operations.  Payment of any liabilities in excess of its insurance could have a materially adverse effect upon the Company's financial condition.

(iv)

No Proven Reserves

All of the properties in which the Company holds an interest are considered to be in the exploration stage only and do not contain a known body of commercial ore.

(v)

Title Risks

Due to the large number and diverse legal nature of the mineral properties described herein, full investigation of legal title to each such property has not been carried out at this time.  Much of the River Valley property was covered by the Temagami Land Caution and was not in fact open for staking and as such was closed for mineral exploration and development for twenty or more years.  In June 1996, the Ontario Government passed legislation allowing the area open for staking mineral claims and on September 17, 1996, the area was re-opened for staking. Consequently, management believes that the area will not be substantially impacted by native land claim issues.  However, the Company cannot be certain that land claim issues may not arise.

Many of the Company's properties may be subject to prior unregistered agreements of transfer or native land claims (including Innu land claims which are currently outstanding against all properties in the Labrador Region of Newfoundland), and title may be affected by undetected defects.  The Company's properties consist of recorded mineral claims which have not been surveyed, and therefore the precise area and location of such claims is undefined.

While the Company has reviewed and is satisfied with the title for any claim in which it has a material interest and, to the best of its knowledge, such title is in good standing, there is no guarantee that title to such claim will not be challenged or impugned.  The properties may be subject to prior unregistered agreements of transfer or native land claims and title may be affected by undeeded claims.

(vi)

Uncertainty or Contestation of Contract Rights

The Company owns or has the right to earn interests in properties under contract with a number of individuals and corporations.  Although the Company believes these individuals or corporations have the full legal right to enter into an agreement, the Company has no control should any legal action be taken against the vendors of the properties.  As well, should the Company not be able be meet its financial commitments to the vendor of a property this may result in the forfeiture of Company’s right to earn an interest in the property.

(vii)

Conflicts of Interest

Certain of the directors of the Company are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.  In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such a participation or such terms.  In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.  From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participating in larger programs , permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program.  It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.  In accordance with the laws of the Province of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interest of the Company.  In determining whether

11

the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time.  Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.  The Company is not aware of the existence of any conflict of interest as described herein.

(viii)

Competition and Agreements with Other Parties

The mineral resources industry is intensely competitive and the Company competes with many companies that have greater financial resources and technical facilities than itself.  Significant competition exists for the limited number of mineral acquisition opportunities available in the Company's sphere of operations.  As a result of this competition, the Company's ability to acquire additional attractive mining properties on terms it considers acceptable may be adversely affected.

The Company may, in the future, be unable to meet its share of costs incurred under agreements to which it is a party and the Company may have its interests in the properties subject to such agreements reduced as a result.  Furthermore, if other parties to such agreements do not meet their share of such costs, the Company may be unable to finance the costs required to complete the recommended programs.

(ix)

Fluctuating Mineral Prices

The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of mineral resources are developed, a profitable market will exist for the sale of same.  Factors beyond the control of the Company may affect the marketability of any minerals discovered.  There is no assurance that commodity prices will remain at current levels; significant price movements over short periods of time may be affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the U.S. dollar relative to other currencies), interest rates and global or regional consumption patterns, and speculative activities.  The effect of these factors on the price of minerals and therefore the economic viability of any of the Company's exploration projects cannot accurately be predicted .  As the Company is in the exploration stage, the above factors have had no material impact on operations or income.

(x)

Shares Reserved for Future Issuance; Potential Dilution

As of April 30, 2008, the Company had reserved, 16,199,153 common shares for issuance upon the exercise of warrants, incentive stock options and performance shares.  Such common shares represent a potential equity dilution of approximately 26% based upon the number of outstanding common shares at April 30, 2008, of 61,658,008.  Furthermore, the Company may enter into commitments in the future which would require the issuance of additional common shares and may grant additional stock options and/or issue additional warrants.  As at April 30, 2008, the Company had an unlimited number of authorized but unissued and unreserved number of common shares.  Issuance of additional common shares would be subject to stock exchange regulatory approval and compliance with applicable securities legislation.  The Company currently has no plans to issue common shares other than for the purposes of raising funds for property acquisi tion, property exploration and general working capital requirements which issuances would be subject to regulatory approval.

(xi)

Environmental Regulation

All phases of the Company's operations in Canada are subject to environmental regulations.  It is the Company's belief that if environmental legislation in Canada evolved and required stricter standards and enforcement, in conjunction with increased fines and penalties for non-compliance, including more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees, the cost of compliance therewith may substantially increase and thereby effect the Company's operations. However, the Company is not aware of any pending environmental litigation or amendments to existing environmental litigation which will affect the Company's current or prepared operations or which would

12

otherwise have a material adverse effect on the Company or its operations.  There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations.

(xii)

Compliance with Applicable Canadian Laws and Regulations

Exploration in the Sudbury area shall be conducted in accordance with the Mining Act of Ontario.  The Mining Act of Ontario sets out the guidelines by which exploration can and should be conducted, highlights of which include the notification of the intent to perform work on mineral claims, and the obligation to perform valid assessment work to keep the claims in good standing.

Legislation and implementing regulations implemented by the Newfoundland Department of Natural Resources directly affect the mining industry in the Province of Newfoundland and Labrador where the Company holds mineral claims.  In particular, the Company must provide prior notice and a description of the planned exploration work before the commencement of the work.

Work on the Union Bay property is carried out in accordance with the necessary permits from the U.S. Forest Service.

Work on the Good News Bay property is carried out in accordance with the necessary permits and under agreements with local land and native corporations.

(xiii)

Canadian Jurisdictional and Enforceability of Judgments, Risks

The Company is a Canadian corporation and is governed in its conduct by the Laws of Canada.  All of its directors are residents of Canada and all its assets are located in Canada and United States.

(xiv)

Adequate Labor and Dependence Upon Key Personnel

The Company will depend upon recruiting and maintaining other qualified personnel to staff its operations.  The Company believes that such personnel currently are available at reasonable salaries and wages in the geographic areas in which the Company intends to operate.  There can be no assurance, however, that such personnel will always be available in the future.  In addition, it cannot be predicted whether the labor staffing at any of the Company's projects will be unionized.  The success of the operations and activities of the Company is dependent to a significant extent on the efforts and abilities of its management.  The loss of services of any of its management could have a material adverse effect on the Company.

(xv)

South African Reserve Bank

The export by Kaymin of the funds required to participate in the Farm-In agreement on the River Valley Properties may, pursuant to the South African Exchange Control Regulations, require the approval of the Exchange Control Department of the South African Reserve Bank.

(xvi)

Forward Looking Statements

This document contains forward looking statements concerning the Company's operations, economic performance and financial condition, including in particular, the likelihood of the Company's success in operating as an independent company and developing and expanding its business.  These statements are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company, and reflect future business decisions which are subject to change.  Some of these assumptions inevitably will not materialize, and unanticipated events will occur which will affect the Company's future results.

13

ITEM 4.

INFORMATION OF THE COMPANY

A.

History and Development of the Company

The Company was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on May 29, 1996.  The Company amended its articles by certificate of amendment dated October 22, 1997 to remove the private company restrictions.  On July 13, 2004 the Company continued out of the Province of Alberta into the Province of British Columbia.

The Company's registered and executive office is located at 2303 West 41st Avenue, Vancouver, British Columbia Canada V6M 2A3, telephone number (604) 685-1870.  The Company is a reporting issuer in the Province of Alberta, British Columbia and Ontario, Canada.  The Company’s common shares traded on the Toronto Venture Exchange since December 19, 1997 under the trading symbol “PFN” and on the Toronto Stock Exchange from June 8, 2001 under the trading symbol “PFN” and on the OTCBB from August 30, 2001 under the trading symbol “PAWEF” and are included for trading on the Frankfurt Stock Exchange, Open Market under the trading symbol P7J.

B.

Business Overview

PFN primarily explores for platinum group metals (PGM) and Nickel in North America.

The Company’s primary business is mineral exploration as such there is no assurance that a commercially viable deposit exists on any of the Company’s projects. Further exploration is necessary in order to determine if such a deposit may exist. In the event that a viable economic deposit is delineated considerable addition funds, drilling and engineering studies will need to be completed in order to determine the project’s economic viability.

The Company’s main material property is the River Valley PGM property on which it is currently in a joint venture with Anglo Platinum.  An updated Mineral Resource Estimate was recently completed on the property.  Exploration on the property is generally not affected by seasonal change, with drill programs being carried out year round and surface bedrock exploration limited only by snow cover and spring thaw conditions. Exploration activities are dependent upon the availability of subcontractors, in particular drilling activities. These sub-contractors are generally available, however, may vary in price depending upon availability. The material effects of government regulations on the Company’s business are disclosed in Item 3 – Risk Factors.

C.

Organizational Structure

The Company is the sole shareholder of Pacific North West Capital Corp. USA.

D.

Property, Plants, and Equipment

ONTARIO, CANADA

(I)

River Valley Farm-In and Joint Venture Project

Ownership

By agreement dated July 14, 1999, the Company granted to Kaymin, a wholly owned subsidiary of Anglo Platinum, an option to earn up to a 65% interest in the Company’s portion of certain properties, including the River Valley property, the Goldwright property, the Frontier property, the Washagami property, the Razor property and the Western Front property in the Sudbury Region of Ontario.  During a prior year, Kaymin elected to vest obtaining a 50% interest in the properties upon having paid the Company $300,000 (received in a prior year) and advanced and spent in excess of $4,000,000 for exploration on the properties.

A joint venture is now in force.  Under this joint venture agreement Kaymin is responsible for funding all exploration until a feasibility study is completed, which earns Kaymin an additional 10% interest.  In addition, if

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Kaymin arranges financing for a mine it receives an additional 5% interest, increasing its ownership up to a possible 65% interest.  As Kaymin controls all financing, investing and operating decisions during this second earn-in phase, the consolidated financial statements of the River Valley Joint Venture have not been incorporated on a proportionate basis into these consolidated financial statements.  As at 30 April 2008, $Nil, (2007 - $101,165), is receivable from the joint venture for an unsecured advance payable which is non-interest bearing and due on demand.

The above agreement is subject to various Net Smelter Return (“NSR”) royalties under the terms of the underlying agreements ranging from 2% to 3%.

a)

River Valley Property.  By an agreement dated January 15, 1999 and amended March 11, 1999, the Company acquired a 100% interest in 226 claim units, known as the River Valley Property, located in the Dana and Pardo Townships, Sudbury Mining District, Ontario.  As consideration the Company issued 600,000 common shares over four years and made cash payments of $265,000 to the optionors.

The property is subject to a total 3% NSR.  The Company can purchase up to 2% of the NSR from the vendors for $2,000,000.  Under the joint venture with Kaymin, both PFN and Kaymin hold a 50% interest in these claims.

In addition to the River Valley Property, the Company holds various other properties that together comprise the River Valley Joint Venture property as follows:

b)

Goldwright Property.  By agreement dated June 30, 1998 and subsequently amended, the Company earned a 25% interest in certain mineral claims known as the Janes property, located in the Janes Township, Sudbury Mining District, Ontario, by incurring in excess of $350,000 of exploration expenditures on the properties by May 31, 2001.  Certain of the above claims are subject to a 2% NSR.

c)

Frontier Property.  The Company acquired a 100% interest in certain properties located in the Kelly and Davis Townships, Sudbury Mining District, Ontario for consideration of $30,000.  The property is subject to a 2% NSR.

d)

Washagami Lake Property consists of 16 unpatented mining claim units (256 ha) located in the Janes Township, Sudbury Mining District, Ontario immediately south of the Frontier property.

The Company entered into an Option to Purchase agreement dated February 23, 1999, as amended, whereby the Company could earn a 100% interest by making cash payments of $28,200.  The Company has made these payments and holds a 100% ownership interest in the property.  

The property is subject to a 2% NSR. There are no plans to expend monies on this portion of the property at this time.

e)

Razor Property.  The Company acquired a 100% interest in certain mineral claims located in the Dana Township, Sudbury Mining District for a consideration of $30,000. The property is subject to a 2% NSR.

f)

Western Front Property.  By agreement dated November 16, 2001, the Company has acquired a 70% interest in certain mineral claims from a company (the Optionor) that previously had certain directors in common.  As consideration the Company, paid $55,000 and issued 20,000 common shares to the Optionors. In addition an exploration expenditure of $50,000 was completed. The Company has the right to purchase an additional 30% interest in the property by paying $750,000 to the Optionor. The property is subject to a 3% NSR the first 1% of which the Company can purchase for $1,000,000 the second 1% can be purchased for $2,000,000. The Company and the Optionor will share the NSR buyout privileges in proportion to their respective interest.

Property Location and Access

The River Valley property lies within Dana and Pardo Townships and is located about 100 road kilometres (50 km direct) northeast of the City of Sudbury, Ontario.  The coordinates of the centre of the property are approximately 555356mE and 5172290mN (UTM zone 17, NAD 27).

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The River Valley property claim group consists of 333 unpatented mining claim units that cover 5688 hectares 14,055 acres(56.8 km2).  The majority of the claims are located in Dana Township, with 4 of the 30 blocks located immediately to the north in Pardo Township.  The claim group is contiguous, with the exception of claim S-1229380, located south of the main group in Dana Township.  Both Dana and Pardo Townships are in the Sudbury Mining District. The townships are unsurveyed.

The property is road accessible.

The claims have been legally surveyed, and the final lease approval is being reviewed by the different Ontario government Ministries.

In May 2004, Anglo Platinum approved a $3.0 million exploration budget which was used to fund a minimum 20,740 metre drill and surface exploration program aimed at increasing the existing River Valley property Resource Estimate.

To the best of PFN’s knowledge there are no environmental liabilities against the mining claims.

All exploration to date has been carried out with appropriate work permits from the Ontario Ministry of Natural ResourcesMNR permits.  For the future drilling phases a more elaborate permit may be applied forrequired, but to PFN’s knowledge there is no impediment to receiving one.

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Expiration Date of Claims

Township/Area	Claim Number	Claim Due Date	# of Units
DANA	1227988	2011-Oct-19	8	LBO
DANA	1227989	2011-Oct-19	8	LBO
DANA	1227990	2011-Oct-19	12	LBO
DANA	1227991	2011-Oct-19	10	LBO
DANA	1229216	2011-Oct-19	6	LBO
DANA	1229217	2011-Oct-19	16	LBO
DANA	1229218	2011-Oct-19	16	LBO
DANA	1229219	2011-Oct-19	12	LBO
DANA	1229220	2011-Oct-19	16	LBO
DANA	1229221	2011-Oct-19	16	LBO
DANA	1229222	2011-Oct-19	16	LBO
DANA	1229223	2011-Oct-19	12	LBO
DANA	1229224	2011-Oct-19	10	LBO
DANA	1229230	2011-Sep-21	16	LBO
DANA	1229231	2011-Sep-21	16	LBO
DANA	1229232	2011-Sep-21	14	LBO
PARDO	1229233	2011-Sep-21	16	LBO
PARDO	1229234	2011-Sep-21	6	LBO
DANA	1229380	2009-Jul-26	3	PFN
DANA	1229542	2011-May-07	6	PFN
DANA	1230038	2011-May-07	12	PFN
DANA	1237228	2011-May-25	8	PFN
DANA	1237304	2011-Apr-13	12	PFN
DANA	1237305	2011-Apr-13	8	PFN
DANA	1244338	2011-Jun-14	6	PFN
DANA	1244427	2011-Jun-05	7	PFN
DANA	1244435	2011-Jun-05	4	PFN
DANA	1244444	2011-Jun-05	16	PFN
PARDO	1244445	2011-May-07	8	PFN
PARDO	1244332	2011-May-07	8	PFN
PARDO	3017059c	2009-Apr-08	16	PFN
PARDO	3017060	2009-Apr-08	16	PFN
PARDO	3017061	2009-Apr-08	16	PFN
PARDO	3017062	2009-Apr-08	16	PFN
PARDO	3017085	2009-Apr-08	16	PFN
DANA	3004262	2010-Aug-29	2	PFN
DANA	3010281	2011-Oct-29	1	RAZOR
DANA	3010282	2011-Oct-29	1	RAZOR
DANA	1191268	2011-Oct 13	1	RAZOR
MCWILLIAMS	1229840	2011-Feb 12	9	RAZOR
JANES	1231107	2012-Dec-17	6	Western Front
JANES	1235822	2012-Dec-17	12	Western Front
JANES	1235888	2012-Dec-17	12	Western Front
JANES	1235889	2012-Dec-17	16	Western Front
JANES	1235891	2012-Dec-17	7	Western Front
JANES	1235892	2012-Dec-17	16	Western Front
JANES	1235893	2012-Dec-17	7	Western Front
JANES	1235894	2012-Dec-17	9	Western Front
JANES	1235896	2012-Dec-17	2	Western Front
DANA	1246498	2012-Jan-12	8	Western Front
JANES	1229744	2008-Dec-09	16	Washagami

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Accessibility, Climate, Local Resources Infrastructure and Physiography

Accessibility

The River Valley property lies within Dana, Pardo Janes and McWilliams Townships and is located about 100 road kilometres (50 km direct) northeast of the City of Sudbury, Ontario.

The following “italicized text” has been excerpted from technical reports entitled "Review of Exploration Results River Valley property & Agnew property for Pacific North West Capital Corp. (as of January 31, 2001 with revisions to March 22, 2001)" and dated March 26, 2001 which was completed by Derry, Michener, Booth & Wahl Consultants Limited and “Mineral Resource Estimate of the Dana Lake and Lismer’s Ridge Deposits on the River Valley PGM property, Ontario for Pacific North West Capital Corp (as of September 26, 2001) dated October 15, 2001 and was completed by Derry Michener Booth and Wahl Consultants Ltd.),. and a “Revised Mineral Resource Estimate, Dana Lake and Lismer’s Ridge Deposits incorporating the Phase VI Drilling, River Valley PGM Project, Ontario for Pacific North West Capital Corp”, dated June 10, 2004, by Derry, Michener, Booth and Wahl Consultants Ltd.

Climate and Local Resources

Climate is temperate, with four distinct seasons, typical of the Southern Shield, and moderated by the proximity to the Great Lakes.  Other than over small lakes drilling and geophysical surveys can be carried out year round from skidder roads.  Drilling water is sufficient.  Surface bedrock exploration can be done for about 7-8 months of the year.  An environmental base line study has not been necessary to date.

Sudbury, a major mining and manufacturing city, can provide all of the infrastructure and technical needs for any exploration work.

Physiography

The property lies at a mean elevation of about 325 metres ASL. Relief is moderate and typical of upland Precambrian Shield topography.  The eastern part around Azen Creek is lower and marshy.  Forest cover is mainly poplar with about 25-33% white pine regrowth.  

Outcrop exposure on the property is limited to about 20% with the remaining areas covered mostly by a thin (<1 m) veneer of glacial till; locally gravel, outwash sand and silt reach 10’s of metres in thickness.  Most of the area around the Dana Lake and Azen Creek areas has been logged within the past 10 years and new logging took place in the Azen Creek Area during the summer of 2000.

History and Previous Work

Introduction

In 1973, the Province of Ontario placed more than 110 Townships in a withdrawn area referred to as the “Temagami Land Caution” – this region was excluded from any type of resource exploration and/or development until June 1996.  The River Valley Property was covered by this withdrawn area and as a result, most of the River Valley Intrusion was never explored for its PGM-Cu-Ni potential.

The earliest recorded work on the River Valley property was by Kennco Explorations (Canada) Ltd. in 1968, at which time they conducted an airborne Mag-EM survey over Janes, Davis, Henry and Dana Townships.  

Prospecting in the Dana Lake area by prospectors L. Luhta, R. Bailey and R. Orchard, (August 1998) resulted in the initial discovery of mineralization in the Dana Lake and Azen Creek areas.  Property Geology

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Geological Setting

Regional Geology

The River Valley property is primarily underlain by rocks of the River Valley Intrusion (RVI), a large Paleoproterozoic (ca. 2.56 to 2.47 Ga) intrusion that forms part of the Huronian-Nipissing Magmatic Province (HNMP) or the Huronian Metallogenic Province (HMP)

Local Geology

The RVI covers more than 100 km2 and lies adjacent to, and straddles the Grenville Front within the Grenville Province and the Grenville Front Tectonic Zone (GFTZ).  The GFTZ represents a complex zone, several kilometres wide and consisting of generally southeast-dipping imbricate thrust faults.  In the area of the River Valley property, the GFTZ is located along the westernmost edge of the claims where it is represented by a system of eastward-dipping (10-25°) thrust faults.  This fault system separates the intrusive rocks of the RVI from younger sedimentary and intrusive rocks of the Huronian Supergroup (includes Nipissing Diabase).  It is likely that intrusive rocks of the RVI interdigitated within Huronian rocks along the fault-bound western contact.

Within Pardo Township, a north-trending apophysis of the RVIappears to be in fault contact with older (Archean Superior Province) mylonitic granitic rocks.  In Dana Township the western boundary is in fault contact with rocks of the Southern Province, and the eastern and northern boundaries are in igneous contact with Archean migmatite and paragneiss of the Superior Province.  The eastern and northern boundaries were previously mapped as being in contact with rocks of the Grenville Province (cf. Lumbers, 1973).

The RVI can be separated into two main areas on the basis of structural coherence and preservation of primary igneous features such as contacts and layering.  The eastern part of the RVI, located primarily in Dana and Crerar Townships, is represented by the best preserved portions of the intrusion and as such the most prospective areas for discovery.  PFN’s River Valley property covers about 40% of this area including about 10 km of highly prospective northern igneous contact.  Further to the west, in Henry, Janes, Loughrin, Street and Awrey Townships, the geology of the western part of the RVI is complicated by the effects of Grenville metamorphism.  In this area the rocks are attenuated, folded and structurally modified such that most of the primary features are absent.

Property Geology

The River Valley property as mapped by PFN, includes three main mineralized areas with anomalous PGM-Cu-Ni sulphide mineralization: the Dana Lake Area, Lismer’s Ridge, and Azen Creek Area.

The Dana Lake Area of the River Valley property lies within a north-trending portion of the River Valley Intrusion (RVI). This region of the RVI likely represents an offshoot of the main intrusive body and appears to be an up-thrust and rotated portion of the intrusion.  In its current position, the Dana Lake Area represents a lower stratigraphic position in the intrusion that is now oriented sub-vertical relative to its original, near-horizontal position.  The basal contact of the intrusion undulates in both the horizontal and vertical direction and this undulation is probably a primary igneous contact feature.  However, the area has been structurally disturbed with evidence for dip-slip, strike-slip and rotational displacement on the centimetre to metre scale.  Steeply dipping (>80°), decimetre- to metre-scale, modally layered rocks of the River Valley intrusio n overly the contact-related, mineralized breccia unit and are truncated along the western edge of the intrusion by the Grenville Front Fault.

Located about 1.3 km southeast of the Dana Lake Area, Lismer’s Ridge appears to be located within a similar geological setting to that of the Dana Lake Area with the major geological units dipping steeply (70-90°) to the southwest.  However, unlike the Dana Lake Area, a much thicker stratigraphic section exists above (south to southwest) the mineralized breccia unit.  In contrast to the Dana Lake Area, the rocks that are exposed at Lismer’s Ridge are generally more foliated and contain a higher proportion of chlorite-actinolite.

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The Azen Creek Area, located about 6 km southeast of the Dana Lake Area appears to be situated stratigraphically higher (south) in the intrusion than the mineralized breccia at the Dana Lake Area and at Lismer’s Ridge.  In general, the rocks of the RVI in this area appear to dip shallowly (<60°) toward the south-southeast.

Exploration - Current and Future

In 1999, Pacific North West Capital Corp. (PFN) optioned the Luhta, Bailey and Orchard claims and with joint-venture partners Anglo American Platinum Corporation Ltd. (Amplats) subsequently completed an approximately $350,000 surface exploration program. An exploration  program consisting of detailed and regional work was undertaken and samples were assayed for PGE, Ni, Cu and Au.

In 2000, Pacific North West Capital Corp. and joint-venture partners Anglo American Platinum Corporation Ltd. completed an approximately $1,650,000 Phase II surface exploration program which included an expansion of the previously completed detailed and regional work, geological mapping and sampling. In addition geophysical surveys were undertaken which included both induced polarization and magnetometer surveys. A total of 6778 metres of diamond drilling was undertaken in three phases. A total of 40 holes were completed with the majority of holes being drilled in the Dana Lake area. Samples were assayed for for Au, Pt, Pd, Ni, Cu and selected ones for Rh and 30 element ICP analysis was carried out on many of the samples.

Following consultation with Anglo Platinum, a $2 million CDN Phase IV exploration program was implemented for the project budget year November 1, 2000 - October 31, 2001. The majority of the program was focused on drilling and   targeted the Dana North, Dana South and Lismer's Ridge Zones.    

The majority of the exploration work conducted in 2002 and 2003 was drilling. Please see the drilling section of this annual report for a continued discussion of Exploration History for exploration conducted in the ensuing years. PFN believes that the data generated from the work conducted on its property to be reliable.   The 2004/2005 program consisted of additional drilling in conjunction with surface mapping and sampling.

In 2005-2006 (Phase 8), additional mapping and drilling was carried out.  In 2006 and 2007 (Phase 9), further mapping was completed.

Mineralization

The River Valley project includes three main areas of PGM-Cu-Ni sulphide mineralization: Dana Lake Area, Lismer’s Ridge, and Azen Creek. Dana Lake, located within the northwest corner of the claim group, consists of 7 main areas from north to southThese seven zones of PGM-Cu-Ni mineralization extend intermittently over a strike length of >900 m.  The first six are now combined as Dana North Zone and seventh as Dana South Zone.  At Lismer’s Ridge, surface mineralization is intermittently exposed over a NW-SE strike length of greater than 800 m, where it occurs within a similar geological environment to the Dana Lake Area.  

At the Azen Creek Area, located about 6 km southeast of the Dana Lake Area, breccia-hosted mineralization is exposed in outcrop, located about 200 m south of the intrusive contact.  The mineralization at the Azen Creek Main showing represents a different style of mineralization than at Dana Lake Area or Lismer’s Ridge in the hanging wall in a setting akin to Mustang Minerals Ltd. / Implats mineralization on the adjacent property to the south.

Exploration of the River Valley property from 1999 to 2001 has shown that PGM mineralization (Pt+Pd+Au±Rh) exceeding 200 ppb PGE occurs extensively within a sequence of felsic to mafic magmatic breccias and fragment-bearing units that have been intermittently exposed and drill-tested along a prospective +10 km long intrusive contact.  

The following italicized text was excerpted from a report entitled, “Revised Mineral Resource Estimate, Dana Lake and Lismer’s Ridge Deposits incorporating the Phase VI Drilling, River Valley PGM Project, Ontario for Pacific North West Capital Corp”, dated June 10th, 2004, by Derry, Michener, Booth and Wahl Consultants Ltd.  

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In March 2006, The mineral resources table was updated by Mr Ron Simpson of GeoSim services.  Mr Simpson was responsible for the calculation of the resources estimate in the Derry Mitchener and Wahl report.  The March 2006 report included all of the drill holes from the phase 7 program.

Drilling

Drilling of 416 holes, totalling 83,838 metres, was been carried out in six phases between February 28, 2000 and April 30, 2004.

NDS Drilling of Timmins, Ontario, supplied drilling services under contact to PFN for Phases I-IV.  Bradley Bros. Drilling of Noranda was used for Phase V and VI.  All core produced was of NQ diameter.

Phase I to V and early Phase VI drilling was focussed primarily on the Dana Lake and the Lismer’s Ridge Area.  Phase VI drilling was later expanded to include several new zones in the central and south-eastern parts of the property including the Varley area.

A summary of each phase of drilling is as follows:

Phase I:  This was completed between February 28 and March 19, 2000.  It consisted of 2000 metres in 13 holes and was designed to test the strike and depth of the known surface mineralization at the Dana Lake Area. In addition, the drill program was aimed at testing the correlation between induced polarisation anomalies and subsurface sulphide mineralization.

Phase II:  This was completed between June 12 and July 18, 2000.  2820.8 metres were drilled in 14 holes to further test the strike and depth of known surface mineralization at the Dana Lake Area.

Phase III:  This was completed between September 6 and 25, 2000 and consisted of 1958.50 metres in 13 holes. The program was designed to further test the strike and depth of known surface mineralization at the Dana Lake Area, and to provide an initial test of subsurface mineralization at Lismer’s Ridge.  

Phase IV:  31 drill holes were completed between February 1 and March 22, 2001 when the program was temporarily shut down for data consolidation.  The program resumed May 14th and 67 more holes were completed by July 25th.  Assay results for the last 14 holes of the total of 98 holes (16012.44 metres) were released September 26, 2001.  This program was designed to increase drill density on the Dana North, Dana South and Lismer’s Ridge Zones, thus improving the confidence level, so that an indicated mineral resource could be estimated.

Phase V: A total of 43 holes were completed on Dana South and Lismer’s Ridge between February 28,2002 and March 2, 2002 in the first stage.  The program resumed on April 22,2002 and 33 additional holes were completed by July 16, 2002. A total of 7 holes (1302 metres) were drilled in an initial test of the Banshee Zone, located about 600 metres south of the Dana Lake South Zone.  

Phase VI: A total of 107 holes were completed at Dana Lake and Lismer’s Ridge between November 7, 2002 and June 26, 2003. Total metres drilled amounted to 25,365. Phase VI drilling continued elsewhere on the property until May, 2004

Phase VII: A total of 103 holes were completed in the Pardo, Banshee, Lismer Extension, Lismer, Casson, Drop, Varley, Azen South, Azen North and Jackson Flats areas. Drilling in these areas was largely reconnaissance in nature and based on the sampling, mapping and geophysical surveys carried out on the property during the Phase VII exploration program, and resulted in the discovery of the zones outlined.

Phase VIII (2005):  A program of detailed surface mapping was undertaken across the eastern half of the property, and followed up by drill holes to test the RVI stratgraphy.

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Phase IX (2006):  A further program of detailed surface mapping and detail sampling was carried out on the western and southern portions of the property to further define geological features of interest to define future drill  targets.

Phase X (2007):  Surface mapping and detailed sampling will continue in the southwestern portions of the property to define future drill  targets.

Sampling and Analysis

A rigorous program of sampling and analysis was undertaken. The core samples are taken continuously from drilling at widths with a maximum of 1.0 metres. The samples taken are based on the following criteria, geology and sulphide content. In  cases where mineralised is non existent or weakly mineralised the sample interval is increased to 1.5 metres. In general core recovery is excellent with recoveries on average exceeding 95%.

“At XRAL laboratory all shipments are unpacked and arranged in numeric order.  All drill core samples are first crushed such that 90% of the sample passes a -10 mesh (coarse) screen; all crushed rejects are stored for the client.  The crushing equipment is cleaned with air and/or a brush between samples.  After crushing, a 500g riffle-split sample is collected and pulverized such that 90% passes a -200 mesh (74mm openings) screen.  As before, all equipment is cleaned with air and/or brush between samples.  A 30g sample is then taken from this fine-grained pulp material.

Core samples are analyzed for Pt-Pd-Au using standard lead fire assay, followed by dissolution with aqua regia, and measurement with an ICP finish.  Lower limits of detection (30g sample) are 1ppb for Au and Pd and 10 ppb for Pt; upper limits are 10,000 ppb for Au-Pt-Pd by ICP.  Concentrations of Cu-Ni are determined by aqua regia / ICP methods and generally have lower limits of detection of 0.5 ppm for Cu and 1 ppm for Ni; upper limit for both Cu and Ni is 10,000 ppm (1%).”

Security of Samples

Samples are logged initially in the field by a field geologist and secured for transport and driven to the PFN core shack.  The core is then logged by a geologist and the data is entered into a drill core logging program.  The core is cut in even sections and then rinsed to remove any excess material. Half of the core is placed in a plastic bag with a tag to be sent for assay.. The samples are trucked to X-Ral Labs, Mississauga, Ontario for preparation and then shipped to XRAL Labs in Rouyn- Noranda, where they are assayed for Pt, Pd, Au, Cu, and Ni; from time to time a limited number of specified samples are analyzed for Rh.

The remaining section is placed into a core box and is duly tagged as well. The outside of the core box has metal tag stapled to it which indicates the hole number and meter interval.  Lids are then strapped tightl closed  and then are stored at the core storage compound located on the grounds of the Fielding Road core shack; the main building itself is secured via a monitored alarm system (motion and door detectors).”

DMBW observed the core handling and transportation from the field to the secure core shack and fenced compound, and the core sampling process and found that all procedures were carried out in a proper and workmanlike manner.

It should be stressed that all technical work is also reviewed by Anglo Platinum personnel who visit the property periodically and provide insight into interpretation and drill targets.

Non-Reserve Mineral Resource and Mineral Reserve Estimation – Mineral Deposits

Definitions

The terms “mineral resource”, “inferred mineral resource”, “indicated mineral resource”, “measured mineral resource” and “cut-off grade” have the meanings ascribed to those terms by the Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Standards on Mineral Resources and Reserves Definitions and Guidelines adopted by CIM Council on August 20, 2000, as those definitions may be amended from time to time by the Canadian Institute of Mining, Metallurgy and Petroleum.

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Cut-off Grade

The cut-off grade is the lowest grade of material that can be mined and processed considering all applicable costs, without incurring a loss or gaining a profit. In the subsequent summary of resources, the cut-off grade used for reporting block model statistics within mineralized zone constraints is a combined Pt+Pd grade. The resources within each zone are reported for cut-off grades of 0.7 g/t Pt+Pd and 1.0 g/t Pt+Pd.  The lower cut-off grade of 0.7 g/t Pt+Pd is based on historical resource estimates for the Lac des Iles Mine, which is the only active Pt/Pd producer in Canada. In the resource estimates, no allowance has been made for the respective precious metal prices, or recoveries.

Mineral Resource, the terms “mineral resource”, “inferred mineral resource”, “indicated mineral resource” and “measured mineral resource” have the meanings ascribed to those terms by the Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Standards on Mineral Resources and Reserves Definitions and Guidelines adopted by CIM Council on August 20, 2000, as those definitions may be amended from time to time by the Canadian Institute of Mining, Metallurgy and Petroleum.

Measured Mineral Resource

A ‘Measured Mineral Resource’ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

Mineralization or other natural material of economic interest may be classified as a Measured Mineral Resource by the Qualified Person when the nature, quality, quantity and distribution of data are such that the tonnage and grade of the mineralization can be estimated to within close limits and that variation from the estimate would not significantly affect potential economic viability. This category requires a high level of confidence in, and understanding of, the geology and controls of the mineral deposit.

Indicated Mineral Resource

An ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

Mineralization may be classified as an Indicated Mineral Resource by the Qualified Person when the nature, quality, quantity and distribution of data are such as to allow confident interpretation of the geological framework and to reasonably assume the continuity of mineralization. The Qualified Person must recognize the importance of the Indicated Mineral Resource category to the advancement of the feasibility of the project. An Indicated Mineral Resource estimate is of sufficient quality to support a Preliminary Feasibility Study which can serve as the basis for major development decisions.

Inferred Mineral Resource

An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.  Due to the uncertainty that may be attached to Inferred Mineral Resources, it cannot be assumed that all or any part of an

23

Inferred Mineral Resource will be upgraded to an Indicated or Measured Mineral Resource as a result of continued exploration. Confidence in the estimate is insufficient to allow the meaningful application of technical and economic parameters or to enable an evaluation of economic viability worthy of public disclosure. Inferred Mineral Resources must be excluded from estimates forming the basis of feasibility or other economic studies.

Measured and Indicated Resources

The following is a summary of the March 2006 Measured and Indicated Resources update, prepared by Geosim Services Inc.:

·

Table 1: Measured and Indicated Resources of 30.5 million tonnes with grades of 0.97 g/t palladium (Pd) 0.34 g/t platinum (Pt) and 0.061g/t gold (Au), using a cut off grade of 0.7 g/t Pt+Pd

·

Table 2: Higher Grade Measured and Indicated Resources of 19.3 million tonnes with grades of 1.18 g/t palladium (Pd) 0.39 g/t platinum (Pt) and 0.07 g/t gold (Au), using a cut off grade of 1.0 g/t Pt+Pd

Cautionary Note to US Investors concerning estimates of Measured and Indicated Resources.  This section uses the terms “measured resources” and “indicated resources”. We advise US investors that while those terms are recognized and required by Canadian regulations, the US Securities and Exchange Commission does not recognize them.US investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

Table 1: 2006 River Valley Updated Measured and Indicated Resource Estimate (cut-off grade 0.70 g/t Pt+Pd)
Measured Resources
DEPOSIT	Tonnes	Au	Pt	Pd	Cu	Ni	Pt+Pd	Au+Pt+Pd
	000s	g/t	g/t	g/t	%	%	g/t	g/t
Dana North	2,623	0.080	0.428	1.327	0.12	0.02	1.755	1.835
Dana South	1,496	0.100	0.625	2.122	0.16	0.03	2.747	2.847
Lismer's Ridge	4,411	0.062	0.357	0.982	0.10	0.02	1.339	1.401
Lismer North	-	-	-	-	-	-	-	-
Varley	-	-	-	-	-	-	-	-
Total	8,530	0.074	0.426	1.288	0.12	0.02	1.714	1.788
Indicated Resources
DEPOSIT	Tonnes	Au	Pt	Pd	Cu	Ni	Pt+Pd	Au+Pt+Pd
	000's	g/t	g/t	g/t	%	%	g/t	g/t
Dana North	5,881	0.054	0.278	0.777	0.09	0.02	1.055	1.109
Dana South	3,516	0.071	0.380	1.229	0.11	0.02	1.609	1.680
Lismer's Ridge	7,439	0.046	0.255	0.667	0.08	0.02	0.922	0.968
Lismer North	1,333	0.058	0.316	0.911	0.11	0.03	1.227	1.285
Varley	3,855	0.059	0.345	0.939	0.07	0.02	1.283	1.342
Total	22,024	0.055	0.300	0.848	0.09	0.02	1.149	1.204
Measured + Indicated Resources
DEPOSIT	Tonnes	Au	Pt	Pd	Cu	Ni	Pt+Pd	Au+Pt+Pd
	000's	g/t	g/t	g/t	%	%	g/t	g/t
Dana North	8,504	0.062	0.324	0.947	0.10	0.02	1.271	1.333
Dana South	5,012	0.079	0.453	1.496	0.13	0.02	1.949	2.028
Lismer's Ridge	11,850	0.052	0.293	0.784	0.09	0.02	1.077	1.129
Lismer North	1,333	0.058	0.316	0.911	0.11	0.03	1.227	1.285
Varley	3,855	0.059	0.345	0.939	0.07	0.02	1.283	1.342
Total	30,554	0.061	0.335	0.971	0.10	0.02	1.306	1.367

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Cautionary Note to US Investors concerning estimates of Measured and Indicated Resources.  This section uses the terms “measured resources” and “indicated resources”. We advise US investors that while those terms are recognized and required by Canadian regulations, the US Securities and Exchange Commission does not recognize them. US investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

Table 2: 2006 River Valley Updated Measured and Indicated Resource Estimate (cut-off grade 1.0 g/t Pt+Pd)
Measured Resource
DEPOSIT	Tonnes	Au	Pt	Pd	Cu	Ni	Pt+Pd	Au+Pt+Pd
	000s	g/t	g/t	g/t	%	%	g/t	g/t
Dana North	2,523	0.082	0.435	1.354	0.12	0.02	1.790	1.871
Dana South	1,495	0.100	0.626	2.122	0.16	0.03	2.748	2.848
Lismer's Ridge	3,976	0.064	0.368	1.018	0.10	0.02	1.385	1.449
Lismer North	-	-	-	-	-	-	-	-
Varley	-	-	-	-	-	-	-	-
Total	7,994	0.076	0.437	1.331	0.12	0.02	1.768	1.844
Indicated Resource
DEPOSIT	Tonnes	Au	Pt	Pd	Cu	Ni	Pt+Pd	Au+Pt+Pd
	000s	g/t	g/t	g/t	%	%	g/t	g/t
Dana North	3,067	0.061	0.320	0.920	0.09	0.02	1.240	1.301
Dana South	3,304	0.072	0.389	1.266	0.11	0.02	1.655	1.727
Lismer's Ridge	2,140	0.054	0.302	0.824	0.09	0.02	1.127	1.180
Lismer North	716	0.071	0.394	1.183	0.13	0.03	1.577	1.648
Varley	2,082	0.075	0.448	1.224	0.09	0.02	1.671	1.747
Total	11,309	0.066	0.365	1.076	0.10	0.02	1.441	1.506
Measured and Indicated Resource
DEPOSIT	Tonnes	Au	Pt	Pd	Cu	Ni	Pt+Pd	Au+Pt+Pd
	000s	g/t	g/t	g/t	%	%	g/t	g/t
Dana North	5,590	0.070	0.372	1.116	0.11	0.02	1.488	1.558
Dana South	4,800	0.080	0.463	1.533	0.13	0.02	1.995	2.076
Lismer's Ridge	6,116	0.060	0.345	0.950	0.10	0.02	1.295	1.356
Lismer North	716	0.071	0.394	1.183	0.13	0.03	1.577	1.648
Varley	2,082	0.076	0.448	1.224	0.08	0.02	1.672	1.747
Total	19,303	0.070	0.395	1.181	0.11	0.02	1.576	1.646

Inferred Resources

The following is a summary of the March 2006 inferred resource update, prepared by Geosim Services Inc.:

·

Table 3: Inferred Resource of 2.3 million tonnes with grades of 0.87g/t palladium (Pd), 0.31g/t platinum (Pt) and 0.05 g/t Gold (Au), using a cut off grade of 0.7 g/t Pt+Pd.

·

Table 4: Higher Grade Inferred Resources 881,000 tonnes with grades of 1.36 g/t palladium (Pd), 0.46 g/t platinum (Pt) and 0.07 g/t Gold (Au), using a cut off grade of 1.0 g/t Pt+Pd.

Cautionary Note to US Investors concerning estimates of Inferred Resources.  This section uses the terms “inferred resources”. We advise US investors while those terms are recognized and required by Canadian regulations, the US Securities and Exchange Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of

25

an Inferred Mineral Resource will ever be upgraded to a higher category orwill ever be converted into reserves. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or prefeasibility studies, except in rare cases.  US investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally minable.

Table 3: 2006 River Valley Updated Inferred Resource Estimate (cut-off grade 0.70 g/t Pt+Pd)
DEPOSIT	Tonnes	Au	Pt	Pd	Cu	Ni	Pt+Pd	Au+Pt+Pd
	000's	g/t	g/t	g/t	%	%	g/t	g/t
Dana North	41	0.035	0.209	0.559	0.07	0.02	0.769	0.803
Dana South	552	0.047	0.229	0.648	0.08	0.02	0.876	0.923
Lismer's Ridge	330	0.039	0.219	0.529	0.08	0.02	0.748	0.788
Lismer North	546	0.073	0.419	1.224	0.12	0.03	1.644	1.717
Varley	948	0.050	0.326	0.925	0.07	0.02	1.251	1.301
Total	2,389	0.053	0.309	0.873	0.09	0.02	1.182	1.235

Table 4: 2006 River Valley Updated Inferred Resource Estimate (cut-off grade 1.0 g/t Pt+Pd)
DEPOSIT	Tonnes	Au	Pt	Pd	Cu	Ni	Pt+Pd	3E
	000's	g/t	g/t	g/t	%	%	g/t	g/t
Dana North	-	-	-	-	-	-	-	-
Dana South	104	0.053	0.276	0.819	0.09	0.02	1.094	1.147
Lismer's Ridge	-	-	-	-	-	-	-	-
Lismer North	345	0.091	0.524	1.586	0.14	0.03	2.110	2.201
Varley	432	0.063	0.464	1.301	0.07	0.01	1.765	1.828
Total	881	0.073	0.465	1.356	0.10	0.02	1.821	1.894

The new resource estimates include results from the North Lismer and Varley zones not included in previous resource estimates.

Resource estimation was constrained by 3 dimensional solid models using Surpac^© Vision software, developed from geological and analytical data.  Block estimation was carried out by ordinary kriging and inverse distance to the third power using 2 metre downhole composites.  For the North Lismer model, one high outlier was capped at 3 g/5 Pt and 9 g/t Pd and for Varley, one high assay interval was capped at 10 g/t Pd prior to compositing.

The updated mineral resource estimate was completed by Ron Simpson of Geosim Services Inc., in conjunction with John Londry, VP Exploration for PFN.  Resource block modeling was carried out by Geosim based upon geological modeling conducted in-house by PFN, and incorporated all diamond drilling to March 31, 2005 (86,557 metres of drilling and 422 drill holes).

(No allowance for the respective precious metal prices or recoveries has been made in the foregoing resource estimates).

Exploration

A Phase 7 exploration program was completed on the property during 2004 and mid 2005. The program completed 20,740 metres of diamond drilling, metallurgical testing and the collection of a 40 tonne bulk sample for metallurgical testing on the Dana North and Dana South Zones. The budget was set at $3.0 million dollars.

In the Phase 7 program particular emphasis was placed on expanding targets identified by reconnaissance drilling, geophysics, and geological mapping especially along the northern contact of the intrusive. The known platinum, palladium mineralization has been identified within the contact breccia zone over a strike length in excess of 15 kilometers. The mineral resource estimates have been primarily concentrated in the Dana Lake and Lismer’s Ridge Zones over a 3 kilometer strike length.

26

In 2005 a $1.5 million budget (Phase 8) was approved by the joint venture. The program included the processing of the bulk sample at Anglo Platinum’s facilities in South Africa, and additional surface detailed mapping and geophysical work.  A series of drill holes were completed at the end of 2005 to test geological interpretations for the mapping programs.  A series of these drill holes located south of the Azen zone intercepted mineralized breccias and horizons within the River Valley Intrusive.

In 2006 the joint venture has authorized a further $1.1 million (phase 9) lease survey and mapping program to determine the controls on mineralization within the intrusive complex.   At the end of 2006 it is expected that the JV will be in a position to receive a lease on the property from the Ontario Government.

Exploration programs completed on the property during 2007 were directed towards evaluating the potential of PGE mineralization within central portion of the River Valley Intrusive. The programs of prospecting, geologiacal mapping, stripping, and channel sampling were designed to determine the continuity of indicated surface mineralization. The leasing process of the property continued.  The budget was set at 525,000 dollars.

(II)

Sargesson Lake and Kelly-Davis Properties

Ownership

The Company acquired a 100% interest in certain mineral claims, known as the Sargesson and Kelly/Davis properties, located in the Janes, Davis and Kelly Townships, Sudbury Mining District, Ontario.  As consideration, the Company paid $68,400 and incurred $30,000 in exploration expenditures.

The property is subject to a 2% NSR.  The Company can purchase 1% of the NSR from the vendors for $400,000 and has the right of first refusal on the remaining 1% NSR.

(III)

West Timmins Nickel Project

Ownership

By agreement dated October 28, 2004 as amended September 27, 2006 and April 7, 2008, the Company may earn up to a 100% interest in the West Timmins Nickel Project from Falconbridge Inc. (now “Xstrata Nickel”).  The project is located in the Timmins region of Ontario and consists of 1682 claim units (67,300 acres).

Under the agreement, PFN may earn up to a 100% interest in the West Timmins Project.  In order to vest with a 100% interest in the Project, PFN will need to spend $4 million over a five (5) year period.  Xstrata Nickel will retain a 2 % NSR and may, under certain circumstances, back in and earn up to a 65% interest by completing a feasibility study or spending $20 million on a feasibility study, whichever occurs first.  Xstrata Nickel, under

27

certain circumstances, back in and earn a 50% interest by spending two and a half times the aggregate expenditure incurred by the Company within five years.  Xstrata Nickel may further elect to earn an additional 10% interest by completing a feasibility study or incurring $20 million expenditures on the property.  Under the agreement PFN acts as Project Operator.

Minimum aggregate exploration expenditures of $4 million was to be completed by December 31, 2008.  This commitment has been extended to December 31, 2009 to complete additional exploration programs as follows:

On or before December 31, 2005	(completed)	$	750,000
On or before December 31, 2006	(completed)	$	1,500,000
On or before December 31, 2007	(completed)	$	2,500,000
On or before December 31, 2009	(3,093,967 incurred)	$	4,000,000

The Company’s exploration activities on the West Timmins Nickel Project are focused on nickel and associated metals. In addition to airborne geophysical surveys completed in late 2004, a detailed compilation of the historical work in the MFI Montcalm Intrusive Complex was completed and has been used to help evaluate and prioritize conductors identified by the AeroTEM survey. In cooperation with Falconbridge, seven priority conductor anomalies have been identified based on geophysical responses, relation to the Montcalm deposit, geological settings and previous work over the conductors.

Follow up linecutting and EM surveys were initiated.  Drill testing of the stronger geophysical and geochemical targets was carried out in early 2006.  The most significant drill results were received in an area 5km southwest of the Montcalm mine, where large zones of sulphide mineralization were intersected in an intrusive breccia.  Trace nickel and copper mineralization was intersected in parts of the zone.  PFN initiated a deep penetrating program of geophysical surveys to cover the extensive area between the successful drill holes and the mine area, and Xstrata agreed to continue the surveys on and over the mine on their property.  The surveys were laid out to look for sulphide mineral zones at depth associated with magnetic anomalies identified from the AeroTEM survey.

The Company has fulfilled the requirements of years 1, 2 & 3 of the property option with the current work programs. Drill and geophysical programs in progress will tested magnetic and related conductive targets south of the Montcalm Mine.

During the year, diamond drill programs tested deep and shallow geophysical targets across the property.  New deep penetrating EM surveys have begun to evaluate favorable geological stratigraphy.  Any defined conductors will be drilled later in 2008.

Subsequent to year end, the Company allowed certain claims to lapse.  At the date of this annual report, the property currently consists of 1315 claim units (52,600 acres).

(IV)

Raglan Hills (formerly South Renfrew)

Ownership

The Company staked 6 claims (64 units – 2500 acres) in Raglan Township within the Raglan meta-gabbro mafic complex in June, 2006.  The Company has 100% interest in the ground which is in good standing to 2009.

The property covers at least one historical nickel copper showing within a sulphide zone that is approximately 155 meters long and 6 to 15 meters wide.  Reconnaissance prospecting sampling and geochemical soil programs have been initiated over the property as well as the historical showing areas. Additional reconnaissance field work is planned to evaluate the remaining parts of the property.

During the year, the Company entered into a joint venture agreement with First Nickel Inc. to evaluate the claims as well as their adjoining claims (108 units or 4,250 acres) as one property.  Each company will participate in working the property as a 50:50 joint venture.  Expenditures and programs on the project will be determined by an annual joint management committee meeting.

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(V)

Coldwell Properties, Ontario

Ownership

During the year, the Company acquired 91 mineral claims (1250 units – 320,000 acres) by staking in the Coldwell Area near Marathon Ontario.

During the year, an airbourne survey and lake bottom sediment survey were completed to indicate targets for follow-up ground evaluation in 2008.

(VI)

Goodchild Property, Ontario

Ownership

During the year, the Company acquired 28 mineral claims (415 units – 106,000 acres) by staking in the north east of the Coldwell Area near Marathon Ontario.

(VII)

Walsh Township, Ontario

Ownership

By agreement dated January 1, 2008 the Company may earn up to a 100 % interest in the Walsh Township Option.  The property is located in the Coldwell Area of northern Ontario.

29

Under the terms of the agreement, the Company, at its option, will keep the claims in good standing over a three-year period in order to vest with a 100% interest in the project after making total payments of $60,000 and issuing 190,000 common shares. If the project continues beyond the three years the prospectors will be paid $25,000 in each of year four and five as an advanced royalty on any production

As consideration, the Company, at its option, must issue common shares, make payments and incur exploration expenditures as follows:

			Payments	Shares	Exploration Expenditures
Upon execution of agreement	(paid/issued)	$	10,000	60,000	$	-
On or before 1st January 2009			10,000	60,000		-
On or before 1st January, 2010			15,000	40,000		-
On or before 1st January, 2011			25,000	30,000		-
Total		$	60,000	190,000	$	-

An additional 100,000 common shares will be issued upon vesting of 100% interest if the results of feasibility studies are positive.

The property is subject to a 2.0% NSR.  The Company shall have the right to purchase a 1% NSR for $1,000,000.

(VIII)

East Sudbury Property, Ontario

Ownership

During the year, the Company acquired 124 mineral claims (1638 Units – 419,000 Acres) by staking in the Sudbury area of Ontario.

(IX)

Swayze Joint Venture, Ontario

Ownership

During the year, the Company acquired claims by staking in Kenogaming Township (in the Swayze Greenstone Belt), Ontario. In March, 2008 the Company entered into a three year joint venture agreement with Benton Resources Corp. to evaluate the claims that both parties held in the Swayze Greenstone Belt.  It is proposed that the exploration budget over the three years will be $1,200,000 with the first years budget of $400,000.  Total holdings in the Swayze Area includes 3 properties (45 claims (534 Units – 137,000acres)).

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Any additional claims acquired in the Swayze Greenstone Belt would be included in the joint venture.  Each company will participate in working the properties as a 50:50 joint venture.  Expenditures and programs on the properties will be determined by an annual joint management committee meeting.

(X)

North Duluth Property, Ontario

Ownership

During the year, the Company spent $3,038 related to the acquisition of the 10 mineral claims (81 units – 20,800 Acres) in the Crystal Lake Area south of Thunder Bay, Ontario.  As of April 30, 2008, the Company was still in the process of acquiring title to these staked mineral claims.

QUEBEC, CANADA

(I)

Glitter Lake Property, Quebec, Canada

Ownership

By agreement dated August 15, 2003, as amended April 30, 2005, April 30, 2006 and further amended on April 1, 2008, the Company can acquire, from CanAlaska Uranium Ltd. (CanAlaska), a company that previously had certain directors in common, a 50% interest in certain mineral claims known as the Glitter Lake property, located in the province of Quebec.

As consideration, the Company, at its option, must issue common shares, make payments and incur exploration expenditures as follows:

				Payments		Shares		Exploration Expenditures
On or before 15 April 2003	(completed)	$	-		-		$		50,000
Upon execution of agreement	(paid)		10,000		-				-
On or before 4 June 2004	(issued)		-		20,000				-
On or before 15August 2004	(paid)		15,000		-				-
On or before 28 May 2005	(issued)		-		20,000				-
On or before 15August 2005	(paid)		20,000		-				-
On or before 28 May 2006	(issued)		-		20,000				-
On or before 15 April 2007	(completed)		-		-				150,000
On or before 15 April 2009*	(14,953 paid)		-		-				200,000
On or before 15 April 2010*			-		-				300,000
Total		$	45,000		60,000		$		700,000

*  the expenditure commitments for 2008 and 2009 have been extended to 2009 and 2010 pursuant to the April 1, 2008 amendment

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Upon the Company having vested with a 50% interest by completing the aforementioned payments and obligations, the Company may elect within 45 days to increase its interest to 60% by completing a bankable feasibility study within 2 years of having vested.  In the event the Company does not complete a bankable feasibility study within two years, the Company agrees to make cash payments in the amount of $50,000 per annum for each year the feasibility study is not completed. Upon vesting with a60% interest the Company may elect within 90 days to earn a 70% interest in the property by placing the property into commercial production within 2 years from the date of this election.  In the event that the bankable feasibility study indicates an Internal Rate of Return (IRR) in excess of 15%, the Company agrees to make annual cash payments of $50,000 to the Optionor for ea ch year the project is not placed into commercial production.  

In the event that a major mining company elects to participate in the project before the Company vests with a 50% interest, the Company will issue common shares to the value of $100,000 to CanAlaska, within 15 days of the Company becoming vested, or such amount which will result in having the Company spent $1 million in exploration expenditures.

The property is subject to 1.5% NSR payable to a third party.  The Company and CanAlaska will share the NSR buyout privileges in proportion to their respective interests.

During the year PFN and CanAlaska have agreed to an extension of the option.  A field program of sampling historical core, stored on the property, is planned to help identify platinum group metal potential within the known mineralization.

The Glitter Lake Project is located in northeastern Quebec, approximately 135 km north –northeast of the town of Matagami. The property lies at the southwest end of a 40km long, north east trending belt of metavolcanic and sedimentary rocks intruded by a gabbroic body.  The exploration target is PGM mineralization associated with copper-nickel sulphide mineralization.

(II)

SOQUEM –Taureau & Chenneville Projects, Quebec, Canada

The Company announced June 30, 2006 that it had signed a Cooperation Agreement with SOQUEM Inc. ("SOQUEM") in order to conduct research on platinum properties in the southern portion in the Province of Quebec, Canada.

Under the terms of the agreement, PFN and SOQUEM will participate in a 50:50 joint venture to research platinum properties in Quebec, in a designated Area of Mutual Interest ("AMI"), with the objective of identifying viable properties for further exploration.  PFN and SOQUEM will pool staffing and funding resources, and will share all technical data pertaining to properties located within the AMI.  The parties will have equal representation of 2 members each on a Technical Committee, which will be responsible for setting programs, budget, and

32

schedule.  Furthermore, SOQUEM will act as Manager.  The first exploration program agreed upon between the parties was budgeted at $250,000 and was completed by the end of 2006.

In the event that a viable property is identified, the parties will contribute jointly to all staking and acquisition costs, or, if one party elects to do so independently, will do so at its own expense.  In that event, the other party is granted the right of first refusal to acquire a 50% interest in the property.  Exercise of this right would result in the creation of a new joint venture agreement between the parties for the newly acquired property.

The 2006 assay results (1.17gpt Pd, 0.14gpt Pt, 0.29gpt Au, 1.62% Cu, and 0.35% Ni) from the Taureau evaluations justified staking a mafic intrusive and the flying of an airborne EM survey.  Additional magnetic bodies were identified with associated conductors that has resulted in more claims being acquired.  

The 2007 programs continued to evaluate mafic intrusives in the AMI.  The conductor trends identified from the airbourne survey in the Chenneville area were staked (254 mineral claims – 15,200 acres) and evaluated. The Chenneville Project was initiated to followup on the PGE-Cu-Ni mineralization located in 2006.  Additional followup ground work on the Taureau and Cheneville Project areas will have to be completed in 2008.

NORTHWEST TERRITORIES, CANADA

(I)

Winter Lake

The Company has staked 2 separate blocks of claims of approximately 87,000 acres in the 2 groups, MacKay Lake area of the Northwest Territories.  These claims cover similar geology as that where GGL Resources reported nickel values in a komatiitic environment.  The Company will being carrying out a compilation of the new holdings with proposals to further evaluate the property on the ground later in the year.

SASKATCHEWAN, CANADA

(I)

Nickel Plats Project

By agreement dated April 30, 2007, the Company can acquire, from Diamond Hunter Ltd. a 100% interest in the property, by committing up to $750,000 of exploration expenditures in three instalments over a three year period; make a total cash payment of up to $90,000 in four installments in a two year period, and issue a total of up to

33

300,000 common shares over a three year period.  Upon the Company vesting with 100% interest in the Property, the Optionor shall retain 2% NSR.  The Company shall have the right to purchase a 1% NSR from the Optionor for $750,000. Advanced Royalty payments to the Optionor of $40,000 may be paid in a year for 3 years for a total of up to $120,000.  The Company, at its option, must issue common shares, make payments and incur exploration expenditures as follows:

			Payments	Shares	Exploration Expenditures
Upon execution of agreement	(paid/issued)	$	10,000	75,000	$	-
On or before 30 June 2007	(paid)		20,000	-		-
On or before 30 April 2008	(paid/issued/ completed)		30,000	75,000		200,000
On or before 30 April 2009			30,000	75,000		250,000
On or before 30 April 2010			-	75,000		300,000
On or before 30 April 2011			40,000	-		-
On or before 30 April 2012			40,000	-		-
On or before 30 April 2013			40,000	-		-
Total		$	210,000	300,000	$	750,000

The Company’s objective is to update the geological model, bring the initial resource to a 43-101 compliant status.  This is an ongoing program to confirm the mineral resource.  The area around the Nickel Plats Property has been flown with an EM and magnetic system to help evaluate the ground and define targets for acquisition as well as drilling.  This survey data is being evaluated.

During the year, the project was evaluated and a compilation was begun to understand the setting of the mineralization as well as develop an approach to test the known mineralization and other targets that are developed from the work.  Five mineral claims (123,000 acres) were staked around the Nickel Plat Project as well as in the vicinity.  An airbourne is planned for early 2008 to cover the properties.

NEWFOUNDLAND AND LABRADOR, CANADA

(I)

Konrad Mineral License 972M

Property

The Company holds a 50% direct and indirect interest in mineral license 972M which consist of 112 unpatented mining claim units located 70 km southwest of Nain, 2 km north of Konrad Brook and 40 km west of the Voiseys Bay Cu-Ni-Co deposit in Labrador, Newfoundland. As consideration, the Company issued 300,000 common shares.  Access to the property is by helicopter from Nain.  The properties are subject to a 2% NSR.

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(II)

Labrador Nickel Project

The Company acquired three Mineral Licenses (774 units or 47,444 acres) some 60 kilometers north of the Voisey Bay copper-nickel deposit in the Province of Newfoundland and Labrador.  The properties tie onto the Benton Resources and Teck Cominco block who are exploring the Kingurutik Lake area.  A compilation of the area was carried out but no programs are planned for 2008.

Subsequent to year end, the Company allowed these claims to lapse.

ALASKA, USA

(I)

Union Bay Property, Alaska, USA

The project is located 20 miles west of Ketchikan, Alaska.  The exploration target is an enriched platinum bearing zone within or peripheral to a dunite core.

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By agreement dated October 1, 2002 and amended April 2, 2003 and February 4, 2004, the Company could acquire, from Freegold Ventures Limited (“Freegold”), a company that previously had certain directors and officers in common, an option to earn up to a 70% interest in the property.

In order to earn its 50% interest, the Company, purchased a private placement of $165,000 (2002), made cash payments, and issued common shares and incurred exploration expenditures as follows:

		Payments	Shares		Exploration Expenditures
- Within 5 days from approval date   (issued)	$	-	30,000	$	-
- On or before 1 July 2003                 (paid / incurred)		20,000	-		30,000
- On or before 30 January 2004         (issued)		-	30,000		-
- On or before 1 July 2004                 (paid / incurred)		20,000	-		30,000
- On or before 1 July 2005                 (paid / incurred)		30,000	-		340,000
- On or before 1 July 2006                 (paid / incurred)		30,000	-		600,000
	$	100,000	60,000	$	1,000,000

Following vesting with a 50% interest on July 1, 2006, the Company had the right to elect within 45 days to increase its interest to 60% by completing a feasibility study within 12 months of vesting with 50%.  This election was not made.

As a term of the agreement, the Company upon vesting with 50%, issued 253,586 common shares at market value of $100,000 to Freegold.  In a previous year, 134,538 common shares were issued, the value of which was accounted in the previous year.

By Memorandum of Agreement dated May 4, 2007 Freegold and the Company confirmed their 50:50 interest in the Property. The Company will be the Project Operator.

(II)

Kane Property, Alaska

In a prior year the Company acquired certain mineral claims by staking in Alaska.  Ground evaluation programs were carried out in 2007.

(III)

Goodnews Bay Property

By agreement dated January 1, 2006, the Company acquired, from Calista Corporation (“Calista”), a 100% interest in certain mineral claims knows as the Goodnews Bay property, located on the west coast of Alaska.

As consideration, the Company, at its option, must make payments and incur expenditures as follows:

			Payments		Exploration Expenditures
Upon execution of agreement	(paid)	US$	25,000	US$	-
On or before 31 December 2006	(paid/incurred)		45,000		200,000
On or before 31 December 2007	(paid/incurred)		55,000		250,000
On or before 31 December 2008			75,000		350,000
On or before 31 December 2009*			100,000		450,000
On or before 31 December 2010			-		700,000
Total		US$	300,000	US$

*US $100,000 annual payments to be made until completion of a feasibility study

  US $250,000 annual payments to be made following completion of a feasibility study.

The Company has elected to expend the required US$450,000 – 2006 and 2007 exploration expenditures. The Company shall have until December 1^st of each year the lease is in effect to commit to the following year's exploration expenditures.

36

After the Company has completed US$1.95 million expenditures on the property, it shall have a grace period of two years without obligation to perform additional work commitments, after which it will be required to expend a minimum of US$700,000 per annum, until a feasibility study is completed.

Once the Company completes a feasibility study the Company shall have no further work obligations for a subsequent period of four years in addition to the time remaining of the grace period of two years. After five years, the Company will continue to make cash payments of US$100,000 until such time as the feasibility study is completed. Upon completion of a feasibility study and until such time as the commencement of commercial production the Company will make cash payments of US$250,000 per annum.  In addition, the Company will donate US$3,000 to the Calista Corporation Scholarship Fund each year the lease is in effect, until such time as a feasibility study is completed at which time the donation shall increase to US$5,000 per year. Following commencement of commercial production, the Company will provide $10,000 per annum to the scholarship fund.

The Company will pay a NSR to Calista of 1.5% or $100,000 per annum whichever is the greater from the commencement of commercial production for a period of five years or until payback of all capital expenditure on the project whichever is shorter; thereafter the royalty shall be tied to the price of platinum.  Upon receipt of the feasibility study, Calista shall have one hundred and eighty (180) days in which to elect to acquire up to fifteen percent (15%) but in no event less than five percent (5%) operating interest in the project. At the time Calista elects to acquire an operating interest Calista shall pay the joint venture an initial contribution of two hundred percent (200%) of the agreed-upon pro-rata portion of exploration costs incurred by the Company, minus anniversary cash payments and scholarship contributions paid to Calista.

On February 7, 2007, the Company entered into a Letter of Agreement with Stillwater Mining company (“Stillwater”) pertaining to ongoing exploration on the property.  Under the terms of the Agreement, Stillwater will spend US$4 million to earn 50% of the property by December 31, 2010.  Stillwater may elect to increase its interest to 60% by incurring an additional US$8 million in exploration expenditures within an additional two year period or upon completion of a feasibility study, whichever occurs first.  Stillwater may increase its interest to 65% by arranging for 100% of the project financing required to place the property into commercial production within an additional three years.  The final agreement is still pending.

The Company will be the project manager during the option period, as defined in the Letter of Agreement and will receive a management fee.

The property is located on the west coast of Alaska, south of Kuskokwin Bay on the Bering Sea, approximately 550 air miles south-southwest of Anchorage.  The project is located near year round ice free tide water and the village of Platinum, which has a public airstrip.  The mining lease encompasses an area of interest comprising about 82 square miles (212 square kilometers).

Ground programs of prospecting and grochemical sampling return results and targets that will require drill testing in 2008.

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(IV) Tonsina Property

The Company has acquired a 7360 acre property in the Valdez quadrangle in south east Alaska on state select land.  The property covers prospective PGM mineralization within the Tonsina ultramafic intrusive complex.  Located approximately 6 kilometers south of the village of Tonsina and 110 kilometers north of Valdez.  Access is relatively good with bush roads 6 kilometers north to the Richardson Highway which connects Anchorage to Fairbanks.  Helicopters are still required to reach the higher elevations.

Ground evaluation programs of prospecting and sampling during 2007 have returned encouraging PGE-Ni-Cu results which will be further evaluated in 2008

(V)

South East Property, Alaska

During the year, the Company acquired certain mineral claims by staking in Alaska.

On June 6, 2007, the Company entered into an option agreement with Stillwater pertaining to ongoing exploration on the property.  Under the terms of the agreement, Stillwater will spend US$3.5 million to earn 50% of the first selected property and US$4.0 million on each subsequent selected property by December 31, 2011.  Stillwater

38

may elect to increase its interest to 60% by incurring an additional US$8.0 million in exploration expenditures within an additional two year period or upon completion of a feasibility study, whichever occurs first.  Stillwater may increase its interest to 65% by arranging for 100% of the project financing required to place the property into commercial production within an additional three years.

The Company will be the project manager during the option period, as defined in the agreement and will receive a management fee.

Stillwater elected in March 2008 to not continue with the exploration programs outlined in the June 2007 agreement to evaluate new ground in south east Alaska.

ITEM 5:  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.

Operating Results

The following discussion and analysis should be read in conjunction with the Company’s consolidated audited financial statements and related notes thereto included herein. The Company’s financial statements have been prepared in accordance with Canadian GAAP.  Reference should be made to Note 12 to the financial statements for a discussion of the material differences from the amounts presented in Canadian GAAP to US GAAP.

Twelve Months Ended April 30, 2008 Compared to Twelve Months Ended April 30, 2007

Overview

Business of Pacific North West Capital Corp.

Pacific North West Capital Corp. is an exploration stage Company engaged in the acquisition, exploration and development of mineral properties of merit in Canada and the United States with the aim of developing them to a stage where they can be exploited at a profit or to arrange joint ventures whereby other companies provide funding for development and exploitation.

Forward looking statements

Certain information included in this discussion may constitute forward-looking statements.  Forward-looking statements are based on current expectations and entail various risks and uncertainties.  These risks and uncertainties could cause or contribute to actual results that are materially different than those expressed or implied.  The Company disclaims any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Selected Annual Information

Unless otherwise noted, all currency amounts are stated in Canadian dollars.

The following table summarizes selected financial data for Pacific North West Capital Corp. for each of the three most recently completed financial years.  The information set forth below was extracted from and should be read in conjunction with the audited financial statements, prepared in accordance with Canadian generally accepted accounting principles, and related notes.

	Years Ended April 30
	2008	2007	2006
Total Revenues	$843,972	$196,510	$264,895
General and administrative expenses	2,091,920	1,548,266	1,365,123
Mineral property cash costs incurred	3,602,672	834,473	2,317,567
Mineral property cash costs recovered	-	-	(1,233,212)

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Net income (loss) from continuing operations Ø In total Ø Basic and diluted loss per share	(883,378) (0.02)	(1,230,764) (0.03)	(1,344,822) (0.04)
Totals Assets	17,087,029	7,315,871	5,681,742
Total long term liabilities	Nil	Nil	Nil
Cash dividends declared	Nil	Nil	Nil

Results of operations

The year ended April 30, 2008 resulted in a net loss of $883,378 which compares with a loss of $1,230,764 for the same period in 2007.  The loss for 2008 has been reduced by $462,520 (2007 - 302,986) by the tax benefit associated with the renunciation of flow-through shares.  General and administrative expenses for the year ended April 30, 2008 were $2,091,920, an increase of $543,654 over the same period in 2007. An aggregate stock-based compensation of $259,900 was recorded as compared to $103,394 in the previous year.  Stock-based compensation is broken down on the income statement according to the applicable expense category. Consulting fees increased by $89,028 for a total of $317,600 as several new projects were acquired.  Travel and lodging costs of $197,051 were incurred as the Company was actively acquiring new exploration projects.  All other general and administrative costs were relatively the same compa red to the previous year.  Project management fees of $297,622 were earned during the year compared to $49,209 in the previous year, an increase of $248,413 due to the 10% management fees of West Timmins Nickel Project direct project costs, interest and other income was $314,082, an increase of $166,781 over last year as the interest rate on deposits increased and the    Company had more funds on deposit. $232,268 gain on sale of investment was the result of the sale of 100,000 common shares of Freegold held as an investment and $488,215 unrealized loss on investment portfolio as a result of the fair value presentation required in the CICA Handbook Section 3855.

During the year ended April 30, 2008, the Company incurred mineral property cash costs of $3,602,672.  An exploration program on the mineral property option agreement with Xstrata Nickel in the Timmins area of Ontario cost $1,288,001 for cumulative expenditures of $3,093,967.  Coldwell Project staking cost $223,761 and exploration cost $655,330 for a total of $879,091.  $145,555 was incurred to stake certain mineral claims in the East Sudbury Marathon area of Ontario.  A further $167,581, was incurred with SOQUEM on the Quebec properties, $605,287 was incurred on the Goodnews Bay Alaskan project while $500,000 cash was received from Stillwater.  Alaska Reconnaissance properties includes Kane, Tonsina and SE Alaska totalled to $414,385 with this amount being funded by Stillwater, received cash of $500,000.

Shareholder relations and promotional activities undertaken by the Company, which included attendance at various trade shows, cost $459,807 for the year ended April 30, 2008, the Company increased public awareness of its projects in Europe and the United States.

Critical accounting estimates

A detailed summary of all of the Company’s significant accounting policies is included in note 1 to the financial statements for the year ended April 30, 2008.

Significant estimates used in the preparation of these consolidated financial statements include, amongst other things, depreciation, determination of net recoverable value of assets, determination of fair value on taxes, and share compensation.

Changes in Accounting Policies

Effective 1 May 2007, the Company adopted the new Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3855, “Financial Instruments – Recognition and Measurement”; Section 3865, “Hedges”; Section 1530, “Comprehensive Income”; and Section 3861, “Financial Instruments – Disclosure and Presentation” (the “Financial Instrument Standards”).  These new standards have been adopted on a prospective basis with no restatement to prior period financial statements.

Effective 1 May 2007, the Company adopted the revised CICA Handbook Section 1506, Accounting Changes,

40

which requires that a voluntary change in accounting policy can be made only if the changes result in more reliable and relevant information and are accompanied with disclosures of prior period amounts and justification of the changes.  The section also requires that the nature and amount of material changes in estimates be disclosed.  The Company has not made any voluntary change in accounting policies or significant changes in estimates that are not otherwise disclosed since the adoption of the revised section.

Financial Instruments - Recognition and Measurement

Section 3855 requires that all financial assets and financial liabilities be measured at fair value on initial recognition except for certain related party transaction.  Financial instruments classified as held-for-trading are measured at fair value and unrealized gains and losses are included in the net income in the period in which they arise.  The Company has historically measured these instruments at the lower of cost and market value and any unrealized gains or losses have been included in net income.

Comprehensive Income

Section 1530 introduces other comprehensive income (loss).  Comprehensive income (loss) includes both net earnings (losses) and other comprehensive income.  Other comprehensive income (loss) includes holding gains and losses on available-for-sale investments, gains and losses on certain derivative instruments and any foreign currency gains and losses relating to self-sustaining foreign operations where applicable, all of which are not included in the calculation of net earnings (loss) until realized.  The only impact on the Company of adopting these new standards was the recognition of unrealized gains and losses on investments, which has been included as part of shareholders' equity under "Other Comprehensive Loss".  As required by the prospective implementation of these new standards, the comparative financial statements have not been restated.  A transitional adjustment of $477,069 has been recorded to provide for the unrealized gain in investments at 30 April 2008.

Financial Instruments and Other Instruments

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, available-for-sale securities, accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from the financial instruments.  The fair value of these financial instruments approximates their carrying value unless otherwise noted.

Future Changes in Accounting Policies

CICA Handbook Section 3862 "Financial Instrument Disclosures" and CICA Handbook Section 3863, "Financial  Instruments - Presentation" requires entities to provide disclosure of quantitative and qualitative information in their financial statements that enable users to evaluate (a) the significance of financial instruments for the entity's financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and management's objectives, policies and procedures for managing such risks.  CICA Handbook Section 1400, "General Standards on Financial Statement Presentation", has been amended to include requirements to assess and disclose an entity's ability to continue as a going concern.  The Company is currently assessing the impact of these new accounting standards on its financial statements.

International Financial Reporting Standards

In 2006, the Canadian Accounting Standards Board ("AcSB") published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies.  The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period.  In February 2008 the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada's own GAAP.  The date is for interim and annual financial statements relating to fiscal years beginning on or after 1 January 2011.  The transition date of January 1, 2011 will require the restatement for comparative

41

purposes of amounts reported by the Company for the year ended December 31, 2010.  While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

Auditors

James Stafford Inc., Chartered Accountants, were appointed as the auditors of the Company by the Board of Directors (the “Board”) effective January 25, 2008, following the voluntary resignation of PricewaterhouseCoopers LLP.  All notices required by National Instrument 51-102 were filed on SEDAR on February 4, 2008 and are attached hereto as Exhibit 4.

There were no reservations contained in the auditor’s reports on the annual financial statements of the Company prepared by PricewaterhouseCoopers LLP, in the two fiscal years prior to their resignation, and in the opinion of the Company, no reportable events occurred between PricewaterhouseCoopers LLP, and the Company.

Outstanding share data

The Company is authorized to issue unlimited common shares without par value.  As at April 30, 2008, there were 61,658,008 outstanding common shares compared to 41,996,202 outstanding common shares at April 30, 2007.

Directors, officers, employees and consultants are granted options to purchase common shares under the Company stock option plan.  The terms and outstanding balance are disclosed in the table below:

Number outstanding 30 April 2007	Granted	Exercised	Expired	Cancelled	Number outstanding 30 April 2008	Exercise price per share	Expiry date
150,000	-	-	(150,000)	-	-	$0.60	1 July 2007
740,000	-	-	(720,000)	(20,000)	-	$0.60	31 December 2007
545,000	-	-	-	(20,000)	525,000	$0.76	10 September 2008
1,575,000	-	-	-	(50,000)	1,525,000	$0.70	5 November 2009
419,500		-	-	(7,500)	412,000	$0.83	28 February 2010
380,000	-	-	-	(10,000)	370,000	$0.60	3 May 2010
100,000	-	(100,000)	-	-	-	$0.40	13 July 2010
310,000	-	(25,000)	-	(160,000)	125,000	$0.40	3 February 2011
340,000	-	(7,500)	-	(100,000)	232,500	$0.40	19 April 2011
50,000	-	-	-	-	50,000	$0.50	8 May 2011
20,000	-	-	-	-	20,000	$0.50	19 May 2011
75,000	-	-	-	(75,000)	-	$0.45	12 October 2011
150,000	-	-	-	-	150,000	$0.47	14 February 2009
100,000	-	-	-	(100,000)	-	$0.47	14 February 2012
-	1,500,000	-	-	(630,000)	870,000	$0.55	18 May 2012
-	50,000	-	-	-	50,000	$0.72	27 June 2012
-	100,000	-	-	-	100,000	$0.70	13 August 2012
-	280,000	-	-	-	280,000	$0.50	11 October 2012
-	130,000	-	-	-	130,000	$0.50	29 October 2012
-	85,000	-	-	-	85,000	$0.50	14 November 2012
-	1,200,000	-	-	-	1,200,000	$0.60	22 February 2013
4,954,500	3,345,000	(132,500)	(870,000)	(1,172,500)	6,124,500

During the year ended 30 April 2008, 2,697,990 performance shares were reserved for issue.  At the discretion of the Board, these shares may be issued to such arm's length parties as the Board considers desirable to attract to the Company.  To date, 450,000 performance shares have been issued at $0.01 per share.

Related party transactions

During the year ended April 30, 2008, the related parties were paid the following:  A total of $128,807 was paid

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to a Company controlled by the President and director of the Company for management services;  a total of $30,973 was paid to a Company controlled by the former Corporate Secretary for consulting services; a total of $45,000 was paid to a Company controlled by the former Chief Financial Officer for accounting services; a total of $14,665 was paid to a Company controlled by the former Vice-President of Business Development for consulting fees; at total of $115,184 was paid to a Company controlled by the Vice-President Project Development engineering and consulting services and a total of $92,400 was paid to a Company controlled by the Vice-President of Exploration for engineering and consulting services.

Effective February 1, 2005, the outside directors are entitled to receive $500 per month, $500 per directors meeting and $500 per committee meeting.  During the year $45,000 was paid/accrued to directors.

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, 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 is in the process of evaluating the effectiveness of the Company’s disclosure controls and procedures as required by Canadian securities laws.

Based on the evaluation of the disclosure controls performed to date, management of the Company has determined that certain weaknesses existed in internal controls over financial reporting.  The existence of these weaknesses is mitigated by senior management monitoring which exists.  The Company is taking steps to augment and improve the design of procedure and controls impacting these areas of weakness over internal control over financial reporting.

Internal Controls and Procedures

Internal controls and procedures are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with the Company’s generally accepted accounting principles. As at the end of the period covered by this management’s discussion and analysis, management had designed and implemented internal controls and procedures as required by Canadian securities laws.

The Company has evaluated the design of its internal controls and procedures over financial reporting for the fiscal year ended April 30, 2008. Management has determined that certain weaknesses existed in the design of its internal control which is mitigated by senior management monitoring. Management continues to review and refine its internal controls and procedures.

Twelve Months Ended April 30, 2007 Compared to Twelve Months Ended April 30, 2006

Selected Annual Information

Unless otherwise noted, all currency amounts are stated in Canadian dollars.

The following table summarizes selected financial data for the Company for each of the three most recently completed financial years.  The information set forth below should be read in conjunction with the audited financial statements, prepared in accordance with Canadian generally accepted accounting principles, and related notes.

	Years Ended April 30
	2007	2006	2005
Total Revenues	$196,510	$264,895	$468,730
General and administrative expenses	1,548,266	1,365,123	1,880,425
Mineral property cash costs incurred	834,473	2,317,567	3,121,092
Mineral property cash costs recovered	-	(1,233,212)	(2,180,484)

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Net income (loss) from continuing operations Ø In total Ø Basic and diluted loss per share	(1,230,764) (0.03)	(1,344,822) (0.04)	(1,894,297) (0.06)
Totals Assets	7,315,871	5,681,742	6,070,616
Total long term liabilities	Nil	Nil	Nil
Cash dividends declared	Nil	Nil	Nil

Results of Operation

The year ended April 30, 2007 resulted in a net loss of $1,230,764 which compares with a loss of $1,344,822 for the same period in 2006. The loss for 2007 has been reduced by $302,986 (2006 - $387,649) by the tax benefit associated with the renunciation of flow-through shares.  General and administrative expenses for the year ended April 30, 2007 were $1,548,266 an increase of $183,143 over the same period in 2006. An aggregate stock-based compensation of $103,394 was recorded as compared to $204,879 in the previous year.  Stock-based compensation is broken down on the income statement according to the applicable expense category.  Interest and bank charges decreased by $28,508 as during the previous year the Company settled a dispute with the Canada Revenue Agency over the treatment of flow-through expenditures.  Mineral property costs of $84,668 were written off as the New Zealand project was sold and a further $82, 515 of general exploration costs were written off.  All other general and administrative costs were relatively the same compared to the previous year. A foreign exchange gain of $5,089 was reported as compared to a loss of $167,069 for the previous year when the Company had approximately $1,000,000 in US funds for which the exchange rate was detrimental during the previous year. Project management fees of $49,209 were earned during the year as compared to $140,474 in the previous year.  This decrease in management fees was the result of reduced activity on the River Valley Joint Venture.  Interest income was $147,301, an increase of $31,730 over the same period in 2006 as the interest rate on deposits increased and the Company had more funds on deposit.

During the year ended April 30, 2007, the Company incurred mineral property cash costs of $834,473.  A exploration program on the mineral property option agreement with Xstrata in the Timmins area of Ontario cost $184,505 for cumulative expenditures of $1,805,966. A further $137,516 was incurred with Soquem on the Quebec properties. $151,124 was incurred on the Good News Bay Alaskan project and $132,046 was incurred on the Tonsina, Alaskan project.

Shareholder relations and promotional activities undertaken by the Company, which included attendance at various trade shows, cost $459,587 for the period ended April 30, 2007, an increase of $264,950 over the same period in 2006 as the Company increased public awareness of its projects in Europe and the United States.  

Contractual commitments

By agreement effective December 1, 2005, the Company entered into a five-year management agreement with a Company controlled by a Director and Chairman.  Compensation is $7,350 per month for the first year, with a 5% increase on each anniversary date plus benefits.  The Chairman and Director is also entitled to receive up to 20% of all stock options granted during the period that the agreement is in place.  This agreement is automatically renewable for two-year periods.  The Company may terminate the agreement at any time but will be responsible to pay the greater of the remaining amount under the contract or two years compensation.

The Company has outstanding and future commitments under mineral property option agreements to pay cash and issue common shares of the Company.

The Company must incur mineral property operating expenditures equal to the proceeds of all flow-through shares issued by the Company.  These mineral property operating expenditures must be incurred within a period of two years from the date of issue of the flow-through shares.

The Company is committed under an operating lease with a Company for its office premises with the following minimum lease payments to the expiration of the lease on November 30, 2011.

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Year ended April 30,	2008	2009	2010	2011	Thereafter
Management agreement	$94,546	$99,273	$104,233	$62,538	-
Office lease	$42,379	$42,379	$42,379	$24,721	-
Total	$136,925	$141,652	$146,612	$87,259

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements.

Critical accounting estimates

A detailed summary of all of the Company’s significant accounting policies is included in note 1 to the financial statements for the year ended April 30, 2007.

Significant estimates used in the preparation of these consolidated financial statements include, amongst other things, depreciation, determination of net recoverable value of assets, determination of fair value on taxes, and share compensation.

Variable interest entities

The Accounting Standards Board (AcSB) issued Accounting Guideline AcG 15 “Consolidation of Variable Interest Entities,” to harmonize the Guideline with the equivalent FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities” (“VIE”).  The Guideline provides criteria for identifying VIEs and further criteria for determining what entity, if any, should consolidate them.  The Guideline is effective for annual and interim periods beginning on or after November 1, 2005, and upon adoption, will not materially impact the Company’s results of operations and financial position.

Outstanding share data

The Company is authorized to issue an unlimited number of common shares without par value.  As at April 30, 2007, there were 41,996,202 outstanding common shares compared to 35,112,452 outstanding common shares at April 30, 2006.  As at July 6, 2007, there were 48,741,652 commons shares outstanding.

Directors, officers, employees and contractors are granted options to purchase common shares under the Company stock option plan.  The terms and outstanding balance are disclosed in the table below.

A summary of the Company’s options at April 30, 2007 and the changes for the year are as follows:

Number outstanding 30 April 2006	Granted	Exercised	Expired	Cancelled	Number outstanding 30 April 2007	Exercise price per share	Expiry date
200,000	-	-	(200,000)	-	-	$0.60	21 December 2006
90,000	-	-	(90,000)	-	-	$1.00	10 February 2007
150,000	-	-	-	-	150,000	$0.60	1 July 2007
795,000	-	-	-	(55,000)	740,000	$0.60	31 December 2007
585,000	-	-	-	(40,000)	545,000	$0.76	10 September 2008
1,835,000	-	-	-	(260,000)	1,575,000	$0.60/$.70	5 November 2007/2009
419,500	-	-	-	-	419,500	$0.83	28 February 2010
380,000	-	-	-	-	380,000	$0.60	3 May 2010
100,000	-	-	-	-	100,000	$0.40	13 July 2010
350,000	-	-	-	(40,000)	310,000	$0.40	3 February 2011
440,000	-	-	-	(100,000)	340,000	$0.40	19 April 2011
-	50,000	-	-	-	50,000	$0.50	8 May 2011
-	20,000	-	-	-	20,000	$0.50	19 May 2011
-	50,000	-	-	(50,000)	-	$0.50	20 June 2011
-	75,000	-	-	-	75,000	$0.45	12 October 2011
-	150,000	-	-	-	150,000	$0.47	14 February 2009
-	150,000	-	-	(50,000)	100,000	$0.47	14 February 2012
5,344,500	495,000	-	(290,000)	(595,000)	4,954,500

45

During the year ended April 30, 2007, 2,697,990 performance shares were reserved for issue. At the discretion of the Board, these shares may be issued to such arm’s length parties as the Board considers desirable to attract to the Company.  To date, 400,000 performance shares have been issued at $0.01 per share.

Related party transactions

During the year ended April 30, 2007, the below related parties were paid the following: A total of $94,052 was paid to a Company controlled by the President and Director of the Company for management services; pursuant to an office lease agreement dated July 1, 2005, a total of $31,352 was paid to a Company controlled by the President and Director for office rent; a total of $28,727 was paid to a Company controlled by the Corporate Secretary of the Company for consulting services; a total of $33,331 was paid to a Company controlled by the Chief Financial Officer of the Company for accounting services;  a total of $48,000 was paid to a Company controlled by the Vice-President of Business Development of the Company for engineering and consulting fees;  a total of $48,150 was paid to a Company controlled by the Vice-President of Exploration of the Company for engineering and consulting services; and $32,042 in wages to the Vice-Pre sident, Corporate Finance.  Effective February 1, 2005, the outside directors are entitled to receive $500 per month, $500 per directors meeting and $500 per committee meeting. During the year, $19,000 was paid to directors.

B.

Liquidity and Capital Resources

The Company expects that its existing capital requirements arising from the evaluation of its existing mineral properties and fulfilling its exploration commitments will be met from the company's existing cash position.  The Sudbury projects have no internal exploration funds budgeted as these are being funded by various third parties and further joint ventures with third parties are continually being negotiated to further explore these properties.

The Company's future profitability is dependent on the successful definition of geological resources on its mining properties and the establishment of positive comprehensive feasibility studies on these geological resources.  Upon completion of positive feasibility studies, the Company's success is dependent on the successful construction, financing and operation of a facility to extract the minerals from the geological resource located.  The Company will continue to seek new mining opportunities.  The Company presently has no producing properties, and the Company's material properties contain no known mineral reserves; the limited activities on such properties to date have been exploratory in nature.  Except as disclosed herein, the Company does not possess reliable information concerning the history of previous operations including the names of previous operators, if any, on any of its properties.

Future profitability will also be affected by the level of taxes imposed by the jurisdiction in which the Company operates.  Furthermore, the Company's operations may be affected by regulatory authorities in the jurisdictions in which the Company operates.  The Company is not currently aware of any factors or current recommendations by the taxation or regulatory authorities in Canada that may have a material impact on the Company's operations.

Twelve Months Ended April 30, 2008 Compared to Twelve Months Ended April 30, 2007

At April 30, 2008, the Company’s working capital, defined as current assets less current liabilities, was $10,088,901 compared with working capital of $4,298,776 at April 30, 2007.  Flow-through funds of $2,057,860 must be spent before December 31, 2009 on qualified Canadian mineral exploration, and are included in working capital.

During the year, the Company issued 19,049,306 common shares for gross proceeds of $10,806,924 of which 8,084,000 were issued as flow-through shares in the amount of $4,492,000.  210,000 common shares valued at $105,000 were issued as a finder's fee in relation to the flow-through private placement.  A further 50,000 performance shares for proceeds of $500 with a fair value of $18,500 were issued.  132,500 stock options were exercised for proceeds of $53,000 and 220,000 common shares were issued for mineral properties at a value of $110,150.

The Company has total issued and outstanding of 61,658,008 common shares at April 30, 2008.  During the year, $845,679 was used to purchase common shares in several public companies.  The Company has a portfolio of

46

investments with a book value of $946,782 and a market value of $935,636 as at April 30, 2008.  The main investments consist of 385,688 common shares of Freegold Ventures Limited, 196,600 common shares of CanAlaska Uranium Ltd. and 174,500 common shares of El Nino Ventures Inc. that previously had certain directors in common.  These amounts are included in the above working capital.

Outlook

The Company currently has a joint venture agreement in which Kaymin is earning an interest in the Company’s River Valley project by carrying all costs and making exploration expenditures. The Company and Stillwater Mining Company (“Stillwater”) entered into an option agreement to spend US$4,000,000 by December 31, 2010 to earn 50% of the Goodnews Bay, Alaska property. The Company ended April 30, 2008 with a strong cash position that will enable it to continue its own exploration effects in the United States and Canada, to continue seeking to identify new projects through early stage grass roots exploration and managing risk by forming joint ventures in which partner companies explore and develop such projects in return for the right to earn an interest in them.

Twelve Months Ended April 30, 2007 Compared to Twelve Months Ended April 30, 2006

At April 30, 2007, the Company’s working capital, defined as current assets less current liabilities, was $4,298,776 compared with working capital of $3,474,322 at April 30, 2006.  Flow-through funds of $730,872 must be spent before Dec. 31, 2007 on qualified Canadian mineral exploration, and are included in working capital.

During the year, the Company issued 6,572,104 common shares for gross proceeds of $3,000,000 of which 1,889,362 were issued as flow-through shares in the amount of $888,000.  61,508 common shares valued at $28,909 were issued as a finder’s fee in relation to the flow-through private placement.  A further 50,000 performance shares for proceeds of $500 with a fair value of $16,500 were issued.  45,600 warrants were exercised for proceeds of $13,680 and 154,538 common shares were issued for mineral properties at a value of $8,000.

Subsequent to year-end, the Company closed a non-brokered private placement of 6,687,950 units for gross proceeds of $3,343,975.

The Company has a portfolio of investments with a book value of $115,772 and a market value of $592,841 as at April 30, 2007. The main investments consist of 485,688 common shares of Freegold Ventures Limited and 196,600 common shares of CanAlaska Uranium Ltd. which both have certain directors in common. These amounts are included in the above working capital. The Company has total issued and outstanding of 41,996,202 common shares at April 30, 2007.

Outlook

Pacific North West Capital Corp currently has one joint venture agreement in which Kaymin Resources Limited (Anglo Platinum) is earning an interest in the Company’s River Valley project by carrying all costs and making exploration expenditures. The Company and Stillwater Mining Company (“Stillwater”) entered into an option agreement to spend US$ 4,000,000 by December 31, 2010 to earn 50% of the Goodnews Bay, Alaska property. Subsequent to year-end, the Company entered into an option agreement with Stillwater to spend US$500,000 on a reconnaissance project in Alaska. In the event Stillwater elects to continues participating in one or more projects, they will automatically be able to enter into one or more agreements identical to the Goodnews Bay agreement. The Company ended April 30, 2007 with a strong cash position that will enable it to continue its own exploration effects in the United States and Canada seeking to identify new projects through early stage grass roots exploration and managing risk by forming joint ventures in which partner companies explore and develop such projects in return for the right to earn an interest in them.

C.

Research and Development, Patents and Licenses, etc.

As the Company is a mineral exploration company with no research and development, the information required by this section is inapplicable.

47

D.

Trend Information

As the Company is a mineral exploration company with no producing properties, the information required by this section is inapplicable.

E.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

F.

Tabular Disclosure of Contractual Obligations

Contractual commitments

Contractual Obligations(1)		Payments Due By Period
	Total		Less than 1 yr	1-3 yrs	3-5 yrs	More than 5 yrs
Management Agreement(2)	360,590		94,546	266,044	-	-
Office Lease	151,858		42,379	109,479	-	-
Total	$512,448		$136,925	$375,523	-	$           -

¹⁾

No mineral property payments or exploration expenditures are included in the above table as they are considered option payments solely exercisable at the option of the Company.

²⁾

By agreement effective December 1, 2005, the Company entered into a five-year management agreement with a Company controlled by a director and chairman.  Compensation is $7,350 per month for the first year, with a 5% increase on each anniversary date plus benefits.  The chairman and director is also entitled to receive up to 20% of the stock options granted during the period that the agreement is in place.  This agreement is automatically renewable for two-year periods.  The Company may terminate the agreement at any time but will be responsible to pay the greater of the remaining amount under the contract or two years compensation.

G.

Safe Harbor

This annual report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act").  Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward looking statements".  Such statement s are included, among other places in this Registration Statement, in the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations. Forward-looking statements are based on expectations, estimated and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated.  These include, but are not limited to, the risks of mining industry (for example, operational risks of exploring for, developing and producing crude oil and natural gas, risks and uncertainties involving geology of mineral deposits, the uncertainty of reserve estimates and estimates relating to production volumes, cost and expense projections, potential cost overruns and health, safety and environmental risks), risks relating to the Company's properties (for example, lack of operating history and transportation), fluctuations in mineral prices and exchange rates and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures (collectively "Cautionary Statements").  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.

Directors and Senior Management

The following table states the name, province or state, and country of residence of each of the directors and executive officers of the Company, the positions and offices presently held by them and the period or periods of time during which each has served as a director of the Company.

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Name, Position in Company and Province or State and Country of Residence	Period(s) a Director of the Company
Harry Barr Vancouver, BC, Canada President, CEO & Director	Since 1996
Dennis Hop Calgary, AB, Canada Director	Since 2007
Jordan Point Vancouver, BC, Canada Director	Since 2007
Linda Holmes Summerland, BC, Canada Director	Since 2007
David Powers South Porcupine, ON, Canada VP, Project Development	Since 2007
John Londry Stittsville, ON, Canada VP, Exploration	Since 2004
Robert Guanzon Richmond, BC, Canada Chief Financial Officer	Since 2008
Charlotte Brown Surrey, BC, Canada Corporate Secretary	Since 2007

Additional details including principal occupation for the past five years of the above directors and executive officers are as follows:

Harry Barr – President, CEO and Director

Mr. Barr has been involved in the mining industry for over 25 years and has an extensive background in business management, corporate finance, and marketing.  Mr. Barr is currently President, CEO, & Director (1996-present) of Pacific North West Capital Corp.; Director (1989-2007), President and CEO (1989-2004), Chairman & COO (2004-2007), of CanAlaska Uranium Ltd.; President and CEO (1985-1999), Chairman and COO (1999-present), and Director (1985-present) of Freegold Ventures Limited; Director (1999-present), President & CEO (2003-2006), and Chairman and CEO (2006-2007) of El Nino Ventures Inc.

Dennis Hop - Director

Mr. Hop is a Certified Financial Planner (CFP) and has been involved in this specialty area since 1982.  His firm, Hop Asset Management Ltd., specializes in creating consolidated financial and estate plans for high net worth families and private business owners.  He has also been a director of Breaker Energy Ltd. (2005 – present).

Jordan Point - Director

Mr. Point has been the Chairman of the Finance Committee of the Musqueam Indian Band for 14 years developing and monitoring the annual budget for 32 programs with a budget of 11 million dollars.  He has recently negotiated two separate settlements with the federal and provincial governments for 37 million dollars for 2010 legacies and outstanding litigation matters.  Mr. Point is working as a Program Manager with the Federal Government and has overseen and negotiated annual contribution agreements with First Nation Bands and has

49

been recently assigned to the litigation case management unit / civil litigation and judicial review for the Pacific Region (a 6.3 million dollar budget).

Linda Holmes - Director

Ms. Holmes has been a Canadian/U.S. Regulatory Compliance Consultant to public companies since 1998.  She has served as a Director of Public Relations and Compliance Manager for over 10 years for a group of mineral exploration companies trading on the TSX and Nasdaq.  Ms. Holmes is currently Corporate Secretary (2000 – present) and Director (2003 – present) of IGC Resources Inc.;  Corporate Secretary (2005 – present) of Copper Mesa Mining Corporation (formerly Ascendant Copper Corporation).  In addition Ms. Holmes has been a Director (2005 – 2007) of Copper Mesa Mining Corporation (formerly Ascendant Copper Corporation); Corporate Secretary (2004 – 2005) of ProDigital Film Studios Inc. and Corporate Secretary of Global Precision Medical Inc. (2002 – 2005).

David Powers – Vice President, Project Development

Mr. Powers received his H.B.Sc. degree in Geology from Lakehead University, Thunder Bay, Ontario. For the past 34 years Mr. Powers has explored for VMS, Magmatic, and Lode Gold mineral deposits across Canada. He is experienced in grass roots, advanced stage exploration, and mine production projects. Mr. Powers has held senior positions with Noranda Exploration Ltd., Noranda Mines, and Placer Dome Inc. Mr. Powers currently holds the position of Vice President Project Development for Pacific North West Capital Corp. (2007–present).

John Londry – Vice President, Exploration

Mr. Londry received his BSc and MSc degrees in Geology from the University of Windsor. For the past 25 years Mr. Londry has been active in the mineral exploration and mining industry.  Mr. Londry’s considerable experience encompasses both grass roots and advanced stage exploration projects throughout Canada, the United States and South America. Mr Londry has held senior positions with Camflo, Noranda Exploration, Hemlo Gold Mines, and Battle Mountain Gold.  Mr. Londry currently holds the position of Vice President, Exploration for Pacific North West Capital Corp. (2004-present).

Robert Guanzon – Chief Financial Officer

Mr. Robert Guanzon is currently the Chief Financial Officer and Accountant for Pacific North West Capital Corp. (2008 – present) and was the accountant of RG properties Ltd. (1999 – 2007).  Mr. Guanzon brings extensive experience to the Board in dealing in financial matters and corporate strategy.

Charlotte Brown – Corporate Secretary

Ms. Brown is an administrator with over 10 years experience in both the public and private sectors. Ms. Brown is currently the Corporate Secretary of Pacific North West Capital Corp. (2007-present), and was the Assistant Corporate Secretary prior to her appointment (2000-2007).  Ms. Brown was also the Assistant Corporate Secretary of El Nino Ventures Inc., CanAlaska Ventures Ltd. and Freegold Ventures Limited (2000 to 2007).

B.

Compensation

The following terms have the meanings set out below:

Chief Executive Officer (“CEO”) means each individual who served as chief executive officer of the Company or acted in a similar capacity during the most recently completed financial year.

Chief Financial Officer (“CFO”) means each individual who served as chief financial officer of the Company or acted in a similar capacity during the most recently completed financial year.

50

Long Term Incentive Plan (“LTIP”) means a plan providing compensation intended to motive performance over a period greater than one financial year.  LTIPs do not include option or SAR plans or plans for compensation through shares or units that are subject to restrictions on resale.

Named Executive Officers (“NEOs”) means the following individuals:

(a) each CEO; (b) each CFO; (c) each of the Company’s three most highly compensated executive officers, other than the CEO, who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000; and (d) any additional individuals for whom disclosure would have been provided under (c) except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year.

Stock Appreciation Rights (“SARs”) means a right, granted by a company or any of its subsidiaries as compensation for employment services or office to receive cash or an issue or transfer of securities based wholly or in part on changes in the trading price of publicly traded securities.

Summary Compensation Table

The following table sets forth all compensation for all years indicated in respect of the individuals who were, the NEOs as of April 30, 2008.

		Annual Compensation			Long Term Compensation
					Awards		Payouts
Name and Principal Position (a)	Year Ended April 30 (b)	Salary ($) (c)	Bonus ($) (d)	Other Annual Compensation ($) (e)	Securities Under Options/ SARs Granted (#) (f)	Restricted Shares or Restricted Share Units ($) (g)	LTIP Payouts ($) (h)	All Other Compensation ($) (i)
Harry Barr, President and CEO(1)	2008 2007 2006	94,546 90,130 85,750	39,262 3,922 6,276	Nil Nil Nil	500,000 Nil Nil	310,000 Nil Nil	Nil Nil Nil	Nil Nil Nil
Gordon Steblin, Former CFO(1)(2)	2008 2007 2006	30,000 31,100 35,400	18,000 2,231 3,570	Nil Nil Nil	50,000 Nil Nil	25,000 Nil Nil	Nil Nil Nil	Nil Nil Nil
Robert Guanzon, CFO(3)	2008 2007 2006	38,821 Nil Nil	Nil Nil Nil	Nil Nil Nil	55,000 Nil Nil	41,250 Nil Nil	Nil Nil Nil	Nil Nil Nil

Notes

⁽¹⁾

Fees paid through a service company.

⁽²⁾

Mr. Steblin resigned as CFO of the Company March 1, 2008.

⁽³⁾

Mr. Guanzon was appointed CFO of the Company March 1, 2008.

Compensation of Executive Officers

See above summary compensation table.

The following table sets out the options granted to Directors and Executive Officers during the Company's most recently completed financial year.

Name of Director and/or Executive Officer	Securities Under Option	Exercise Price	Value of Unexercised in the Money Options at April 30, 2008(1)	Expiry Date
John Londry	40,000	$0.55	Nil	May 18/12
	50,000	$0.60	Nil	Feb 22/13
David Powers	50,000	$0.55	Nil	May 18/12
	50,000	$0.72	Nil	Jun 27/12
	50,000	$0.60	Nil	Feb 22/13

51

Charlotte Brown	30,000	$0.55	Nil	May 18/12
	85,000	$0.50	Nil	Nov 14/12
	55,000	$0.60	Nil	Feb 22/13
Dennis Hop	100,000	$0.50	Nil	Oct 29/12
	70,000	$0.60	Nil	Feb 22/13
Jordan Point	100,000	$0.50	Nil	Oct 11/12
	70,000	$0.60	Nil	Feb 22/13
Linda Holmes	100,000	$0.50	Nil	Oct 11/12
	70,000	$0.60	Nil	Feb 22/13
Robert Guanzon	55,000	$0.60	Nil	Feb 22/13
TOTAL	975,000

⁽¹⁾

Value of Unexercised Options is equal to the difference between the closing price of the common shares of the Company on the TSX on April 30, 2008 of $0.30 and the exercise price of options outstanding, multiplied by the number of common shares purchasable under such options.

Options Granted to NEOs During the Most Recently Completed Financial Year

The table below sets out the number of stock options of the Company granted to NEOs under the Company’s stock option plans during the financial year ended April 30, 2008.

NEO Name	Securities, Under Options/SARs Granted (#)	Percent of Total Options/ SARs Granted to Employees in Financial Year	Exercise or Base Price ($/Security)	Market Value of Securities Underlying Options/ SARs on the Date of Grant ($/Security)	Expiration Date
Harry Barr, CEO	100,000	3.0%	$0.55	$0.51	May 18, 2012
Canadian Gravity Recovery Inc. (1)	80,000	2.4%	$0.55	$0.51	May 18, 2012
Public Company Coach Inc. (1)	80,000	2.4%	$0.55	$0.51	May 18, 2012
Harry Barr, CEO	120,000	3.6%	$0.60	$0.57	Feb 22, 2013
Canadian Gravity Recovery Inc. (1)	120,000	3.6%	$0.60	$0.57	Feb 22, 2013
Robert Guanzon, CFO(2)	55,000	1.6%	$0.60	$0.57	Feb 22, 2013
Gordon Steblin, Former CFO(3)	50,000	1.5%	$0.55	$0.51	May 18, 2012

Notes:

(1)

Both companies are private companies wholly-owned by Harry Barr.

(2)

Mr. Guanzon was appointed CFO of the Company on March 1, 2008.

(3)

Mr. Steblin resigned as CFO of the Company on March 1, 2008.

Aggregated Option/SAR Exercises During the Most Recently Completed Financial Year and Financial Year End Option/SARS Values

The table below sets out, on an aggregate basis, the number of common shares of the Company acquired through stock options by the NEOs under the Company’s stock option plans during the financial year ended April 30, 2008, and the number and value of unexercised options as at April 30, 2008.

NEO Name (a)	Securities Acquired on Exercise (#) (b)	Aggregate Value Realized(1) ($) (c)	Unexercised Options/SARs at April 30, 2008 (#) Exercisable/Unexercisable (d)	Value of Unexercised in-the-Money Options/SARs at April 30, 2008 ($)(2) Exercisable/Unexercisable (e)
Harry Barr, CEO	Nil	Nil	1,013,000/310,000	Nil
Robert Guanzon, CFO(3)	Nil	Nil	13,750/41,250	Nil
Gordon Steblin, Former CFO(4)	Nil	Nil	219,000/25,000	Nil

Notes:

⁽¹⁾

Aggregate Value Realized is the difference between the market price of the Company’s common shares on the date of exercise

and the option exercise price, multiplied by the number of common shares acquired.

52

⁽²⁾

Value of Unexercised Options is equal to the difference between the closing price of the common shares of the Company on the

TSX on April 30, 2008 of $0.30 and the exercise price of options outstanding, multiplied by the number of common shares   purchasable under such options.

⁽³⁾

Mr. Guanzon was appointed CFO of the Company on March 1, 2008.

⁽⁴⁾

Mr. Steblin resigned as CFO of the Company on March 1, 2008.

Option Repricings

During the financial year ended April 30, 2008, no options to NEOs were repriced.

Defined Benefit or Actuarial Plan Disclosure

The Company does not have defined benefit or actuarial plans.

Termination of Employment, Change in Responsibilities and Employment Contracts

The NEOs do not have agreements with respect to their employment with the Company.  Refer to Compensation of Directors below disclosing the payments made by the Company.

During the year ended April 30, 2008, Harry Barr received $133,808 for management services and Gordon Steblin received $48,000 for accounting services.

Harry Barr was appointed President and CEO of the Company on November 29, 1996.  Mr. Barr is indirectly paid for his services as President, CEO and general corporate and management consultant to the Company through his wholly-owned private company, Canadian Gravity Recovery Inc. (“CGR”), which entered into a management agreement with the Company dated December 1, 2005.  The contract expires December 1, 2010.  Renewal of the contract is automatic for subsequent two-year periods if not otherwise terminated.  Pursuant to the terms of the agreement, CGR is paid a base fee of $7,350 per month.  CGR is entitled to receive additional bonuses, incentive fees or other compensation at the discretion of the Board.  The base fee is reviewed every anniversary date with an annual increase negotiated between the parties, notwithstanding same, a minimum automatic 5% cost of living increase is mandated.   The Company agreed to pay for disability/critical illness insurance and life insurance for Mr. Barr.  In addition, the Company agreed to pay the cost of a leased vehicle to a maximum of $1,200/month.  All reasonable expenses incurred by CGR on behalf of the Company will be reimbursed by the Company.  The Company may terminate the agreement at any time by paying to CGR up to a maximum of 30 months’ salary plus a buy-out of any outstanding stock options at fair market value at the time of termination.  The termination fee will be doubled in the event Mr. Barr is removed or not reappointed as an officer or Director of the Company without the consent of CGR, there is a change of control of the Board or the Company without the consent of CGR or the agreement is terminated or repudiated by the Company without due and proper cause or otherwise not in compliance with its terms.  The termination fee may be paid in whole or in part with common shares of the Company, at the election of CGR .  In the event Mr. Barr is unable to provide adequate services to the Company as a result of disability or otherwise, the Company will fund a disability plan through CGR for a period of three years at 75% of the average base and incentive fees received for the two years preceding the cessation of services.

Composition of the Compensation Committee

At April 30, 2008, the Compensation Committee comprised of three directors, Dennis Hop, Chairman of the Compensation Committee, Jordan Point and Linda Holmes.

During the year ended April 30, 2008, the Compensation Committee was comprised of Steve Oakley, Chairman of the Compensation Committee, Alexander Walcott and Bernard Barlin.  Effective August 22, 2007 Morris Medd replaced Alexander Walcott on the Compensation Committee.  Effective September 18, 2007, Jordan Point replaced Steve Oakley and Linda Holmes replaced Morris Medd on the Compensation Committee.  Effective October 29, 2007, Dennis Hop replaced Bernard Barlin on the Compensation Committee and was appointed Chairman of the Compensation Committee.  As at the year ended April 30, 2008 and as at the Record Date, the Compensation Committee was comprised of Dennis Hop, Chairman of the Compensation Committee, Jordan

53

Point and Linda Holmes.  All of the members of the Compensation Committee are Directors, and none are officers or employees of the Company.

The Compensation Committee periodically reviews the compensation paid to Directors, management, and employees based on such factors as time commitment, comparative fees paid by other companies in the industry in North America and level of responsibility and the Company’s current position as an exploration company with limited operating revenue.

Report on Executive Compensation

The Company’s executive compensation program is administered by the Compensation Committee and is designed to provide incentives for the enhancement of shareholder value.  The overall objectives are to attract and retain qualified executives critical to the success of the Company, to provide fair and competitive compensation, to align the interest of management with those shareholders and to reward corporate and individual performance.  The compensation package has been structured so as to link shareholder return, measured by the change in the share price, with executive compensation through the use of stock options as the primary element of variable compensation.  The Company does not currently offer long-term incentive plans or pension plans to its executive officers.

The relative emphasis of the Company on cash compensation options, SARs securities purchase programs, shares or units that are subject to restrictions on resale and other incentive plans is variable.  The Company’s cash compensation to NEOs tends to remain more or less constant, while any options, SARs security purchase programs are left to the discretion of the Board of Directors and therefore may fluctuate from year to year.

The Company takes into consideration the issuance of options, SARs, shares and units, the grants made in previous years, and the number that remain outstanding along with the amount of options remaining issuable under the Company’s stock option plan.

The Company bases the compensation for the Company’s executive officers on the years of service with the Company, responsibilities of each officer and their duties in that position.  The Company also bases compensation on the performance of each officer.  The Company believes that stock options can create a strong incentive to the performance of each officer and is intended to recognize extra contributions and achievements towards the goals of the Company.

The Company’s Compensation Committee, when determining cash compensation to the President and CEO takes into consideration the extensive experience in the mining industry, responsibilities and duties as President and CEO, as well as personal risks and contributions to the Company’s success.  The President and CEO receive a base cash compensation that the Company feels is in line with that paid by similar companies in North America; however no formal survey was completed by the Compensation Committee or the Board of Directors.

Presented by the Compensation Committee: Dennis Hop, Jordan Point and Linda Holmes.

Compensation of Directors

Commencing January 1, 2005 the directors were remunerated as follows: $1,500 per quarter, $500 per directors meeting and $500 per committee meeting.

During the year ended April 30, 2008, the Directors of the Company received a salary of up to $2,000 per annum; an additional $500 per Director for each Director’s meeting attended by the Director; and an additional $500 per committee meeting attended by those Directors who are also members of any of the Company’s standing committees.

During the year ended April 30, 2008, the following Directors were paid by the Company as follows:

54

(i)

a total of $94,546 was paid to a private company wholly-owned by Mr. Barr for management services.

(ii)

a total of $6,000 was paid to Dennis Hop, a Director of the Company, for Director’s fees.

(iii)

a total of $6,000 was paid to Linda Holmes, a Director of the Company, for Director’s fees.

(iv)

a total of $6,000 was paid to Jordan Point, a Director of the Company, for Director’s fees.

(v)

a total of $9,500 was paid to Steve Oakley, a former Director of the Company, for Director’s fees.

(vi)

a total of $3,000 was paid to Morris Medd, a former Director of the Company, for Director’s fees.

(vii)

a total of $11,500 was paid to Alexander Walcott, a former Director of the Company, for Director’s fees.

(viii)

a total of $3,000 was paid to Bernard Barlin, a former Director of the Company, for Director’s fees.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

During the fiscal year ended 2008, the Company maintained three incentive stock option compensation plans: the 2004 Plan, the 2005 Plan and a Performance Share Plan (all as defined below), all of which have been previously approved by the shareholders of the Company and by the Toronto Stock Exchange (the “TSX”).  The following table sets forth information with respect to the securities outstanding under these incentive and stock option compensation plans as at April 30, 2008.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	16,199,153	$0.66	5,136,596
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
Total	16,199,153	$0.66	5,136,596

Indebtedness of Directors and Executive Officers

None of the current or former Directors, executive officers or employees of the Company or persons who were Directors, executive officers or employees of the Company at any time during the Company’s last completed financial year, none of the proposed nominees for election of Directors of the Company and none of the associates or affiliates of such persons are or have been indebted to the Company (or its subsidiaries) at any time since the beginning of the last completed financial year ending April 30, 2008.  Furthermore, none of such persons were indebted to a third party during such period where their indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiaries.

Interest of Informed Persons in Material Transactions

None of the Directors, executive officers, or other informed persons of the Company, nor any proposed nominee for election as a Director of the Company, nor any person who beneficially owns, directly or indirectly, common shares carrying more than 10% of the voting rights attached to all outstanding common shares of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, in any

55

transactions since the commencement of the Company’s last completed financial year, or in any proposed transaction which, in either case, has or will materially affect the Company, except as disclosed herein.

Applicable securities legislation defines “informed person” to mean any of the following:  (a) a Director or executive officer of a reporting issuer; (b) a Director or officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; (c) any person or company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Appointment Of Auditors

James Stafford Inc., Chartered Accountants, were appointed as the auditors of the Company by the Board of Directors effective January 25, 2008, following the voluntary resignation of PricewaterhouseCoopers LLP.  All notices required by National Instrument 51-102 were filed on SEDAR on February 4, 2008 and are attached hereto as Exhibit 4.

There were no reservations contained in the auditor’s reports on the annual financial statements of the Company prepared by PricewaterhouseCoopers LLP, in the two fiscal years prior to their resignation, and in the opinion of the Company, no reportable events occurred between PricewaterhouseCoopers LLP, and the Company.

Management Contracts

No management functions of the reporting issuer or any subsidiary of the reporting issuer are to any substantial degree performed by a person other than the Directors or executive officers of the Company.

C.

Board Practices

Statement of Corporate Governance Practices

Corporate governance relates to activities of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Company.  The Board is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making.  National Instrument 58-101 –Disclosure of Corporate Governance Practices (“NI 58-101”) requires that each reporting company disclose its corporate governance practices on an annual basis.  The Company’s general approach to corporate governance is summarized below.

Board of Directors

The Board is currently composed of four Directors.  All the proposed nominees are current Directors.

Independence

Section 1.4 of National Instrument 52-110 –Audit Committees (“NI 52-110”) sets out the standard for director independence.  Under NI 52-110, a director is independent if he has no direct or indirect material relationship with the Company.  A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.  NI 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship with the Company.

Applying the definition set out in section 1.4 of NI 52-110, three of the four members of the Board are independent.  The members who are independent are Dennis Hop, Jordan Point and Linda Holmes.  Harry Barr is

56

not independent by virtue of the fact that he is an executive officer of the Company (Mr. Barr has been the President and CEO since November 29, 1996).

In order to facilitate its exercise of independent judgment in carrying out the responsibilities of the Board, the Board ensures that a majority of independent Directors sit on all Board committees.

Other Directorships

In addition to their positions on the Board, the following Directors also serve as Directors of the following reporting issuers or reporting issuer equivalents as of June 25, 2008:

Name of Director	Reporting Issuer(s) or Equivalent(s)
Dennis Hop	Breaker Energy Ltd.
Linda Holmes	IGC Resources Inc.

Meetings of Directors

The Board holds a minimum of four meetings each year, either in person or by consent resolution as well as additional meetings as required.  Since the beginning of the Company’s most recently completed financial year, the independent Directors have not held a meeting at which non-independent Directors were not in attendance.

Chairman

During the year ended April 30, 2008, Harry Barr was the Chairman of the Board of Directors of the Company.  Under NI 52-110, Mr. Barr is not independent by virtue of the fact that he is the President and CEO of the Company (November 29, 1996 to Present).

Attendance Record

During the year ended April 30, 2008, the Board held meetings and passed resolutions by way of consent resolutions on 43 different occasions.  All of the Directors attended all meetings and executed all consent resolutions.

Mandate of the Board of Directors

The Board has a written mandate which ensures that the Board discharges its responsibilities in an effective manner and that the Board understands the boundaries between Board and management responsibilities.

The mandate of the Board, as prescribed by applicable corporate law, is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company.  In doing so, the Board oversees the management of the Company’s affairs directly and through its committees.  In fulfilling its mandate, the Board, among other matters, is responsible for reviewing and approving the Company’s overall business strategies and its annual business plan, reviewing and approving the annual corporate budget and forecast, reviewing and approving significant capital investments outside the approved budget; reviewing major strategic initiatives to ensure the Company’s proposed actions accord with shareholder objectives; reviewing succession planning; assessing management’s performance against approved business plans and industry standards; reviewing and approving the reports and other disclosure issued to shareholders; ensuring the effective operation of the Board; and safeguarding shareholders’ equity interests through the optimum utilization of the Company’s capital resources.

Orientation and Continuing Education

Board turnover is relatively rare and, accordingly, the Company has not adopted a formalized process of orientation for new Board members.  Orientation of new directors is conducted on an ad hoc basis.

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Directors are kept informed as to matters impacting, or which may impact, the Company’s operations through reports and presentations at the Board meetings.  Directors are also provided the opportunity to meet with senior management and other employees, advisors and Directors, who can answer any questions that may arise.

Ethical Business Conduct

Information regarding the Code of Business Conduct and Ethics may be found in Item 16B of the Company’s Form 20F dated July 28, 2008, filed on SEDAR at www.sedar.com.  A copy of the Code of Business Conduct and Ethics is attached hereto as Exhibit 3 and may also be obtained from the Company’s Registered and Records Office located at 2303 West 41^st Avenue, Vancouver, BC, V6M 2A3.

Nomination of Directors

Board turnover is relatively rare and accordingly the Board does not have a nominating committee or a formal procedure with respect to the nomination of Directors.  The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members.

Board Committees

Committees of the Board are in integral part of the Company’s governance structure.  There are three standing committees (the“Committees”), established to devote the necessary expertise and resources to particular areas, and to enhance the quality of discussion at Board meetings.  The Committees facilitate effective Board decision-making by providing recommendations to the Board on matters within their respective responsibilities.  The Board believes that the Committees assist in the effective functioning of the Board and that the composition of the Committees should ensure that the views of unrelated and independent Directors are effectively represented.

A summary of the responsibilities and activities and the membership of each of the Committees is set out below:

Audit Committee

At April 30, 2008, the Audit Committee was comprised of Jordan Point, Chairman of the Audit Committee, Dennis Hop and Linda Holmes.

During the year ended April 30, 2008, the Audit Committee was comprised of Steve Oakley, Chairman of the Audit Committee, Alexander Walcott and Bernard Barlin.  Effective August 22, 2007 Morris Medd replaced Alexander Walcott on the Audit Committee.  Effective September 18, 2007, Jordan Point replaced Steve Oakley as Chairman of the Audit Committee and Linda Holmes replaced Morris Medd on the Audit Committee.  Effective October 29, 2007, Dennis Hop replaced Bernard Barlin on the Audit Committee.  As at the year ended April 30, 2008, and as at the Record Date, the Audit Committee was comprised of Jordan Point, Chairman of the Audit Committee, Dennis Hop and Linda Holmes.

Each of the members of the Audit Committee is financially literate in accordance with national securities legislation, and is also independent in accordance with the standards of Director Independence set our under NI 52-110.

Mr. Jordan Point has been the Chairman of the Finance Committee of the Musqueam Indian Band for 14 years developing and monitoring the annual budget for 32 programs with a budget of 11 million dollars.  He has recently negotiated two separate settlements with the federal and provincial governments for 37 million dollars for 2010 legacies and outstanding litigation matters.  Mr. Point is working as a Program Manager with the Federal Government and has overseen and negotiated annual contribution agreements with First Nation Bands and has been recently assigned to the litigation case management unit / civil litigation and judicial review for the Pacific Region (a 6.3 million dollar budget).

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Mr. Dennis Hop is a Certified Financial Planner (CFP) and has been involved in this specialty area since 1982.  His firm, Hop Asset Management Ltd., specializes in creating consolidated financial and estate plans for high net worth families and private business owners.

Ms. Linda Holmes has been a Canadian/U.S. Regulatory Compliance Consultant to public companies since 1998.  She has served as a Director of Public Relations and Compliance Manager for over 10 years for a group of mineral exploration companies trading on the TSX and Nasdaq.  Ms. Holmes is currently Corporate Secretary (2000 – present) and Director (2003 – present) of IGC Resources Inc.;  Corporate Secretary (2005 – present) of Copper Mesa Mining Corporation (formerly Ascendant Copper Corporation).  In addition Ms. Holmes has been a Director (2005 – 2007) of Copper Mesa Mining Corporation (formerly Ascendant Copper Corporation); Corporate Secretary (2004 – 2005) of ProDigital Film Studios Inc. and Corporate Secretary of Global Precision Medical Inc. (2002 – 2005).

The Audit Committee reviews and recommends to the Board for approval the annual financial statements and the annual report of the Company.  The quarterly financial statements of the Company are reviewed by the Audit Committee and the Board.  In addition, the Audit Committee is charged with the responsibility of monitoring the integrity of the Company’s internal controls and management information systems.  For the purposes of performing these duties, the members of the Audit Committee have the right, at all times, to inspect all of the books and financial records of the Company and to discuss with management and the auditors of the Company any accounts, records and matters relating to the financial statements of the Company.

The text of the Company’s Audit Committee Charter may be found in Item 16A of the Company’s Form 20F dated July 28, 2008, filed on SEDAR at www.sedar.com.

Audit Fees

The Audit Committee must pre-approve any engagement of the external auditors for any non-audit services to the Company in accordance with applicable law and policies and procedures to be approved by the Board.  The engagement of non-audit services will be considered by the Company's Board of Directors on a case by case basis.

In the following table, “audit fees” are fees billed by the Company's external auditors for services provided in auditing the Company's annual financial statements for the subject year.  “Audit-relatedfees” are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements.  “Tax fees” are fees billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning.  “All other fees” are fees billed by the auditors for products and services not included in the foregoing categories.

The fees paid by the Company to its auditors for each of the last two fiscal years, by category, are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
April 30, 2008	$25,000	Nil	Nil	Nil
April 30, 2007	$28,500	$3,300	$900	Nil

Compensation Committee

As at the year ended April 30, 2008, the Compensation Committee was comprised of Dennis Hop, Chairman of the Compensation Committee, Jordan Point and Linda Holmes.  Please see the section above entitled “Composition of the Compensation Committee” for further information on this Committee.

Corporate Governance Committee

The Corporate Governance Committee is responsible for reviewing matters relating to corporate governance and making recommendations to the Board with respect thereto.

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At April 30, 2008, the Corporate Governance Committee was comprised of Linda Holmes, Chairman of the Corporate Governance Committee, Dennis Hop and Jordan Point.

During the year ended April 30, 2008, the Corporate Governance Committee was comprised of three Directors, Steve Oakley, Alexander Walcott and Bernard Barlin.  Effective August 22, 2007 Morris Medd replaced Alexander Walcott on the Corporate Governance Committee.  Effective September 18, 2007, Jordan Point replaced Steve Oakley and Linda Holmes replaced Morris Medd on the Corporate Governance Committee and was appointed Chairman of the Corporate Governance Committee.  Effective October 29, 2007, Dennis Hop replaced Bernard Barlin on the Corporate Governance Committee.  As at the year ended April 30, 2008 and as at the Record Date, the Corporate Governance Committee was comprised of Linda Holmes, Chairman of the Corporate Governance Committee, Jordan Point and Dennis Hop.

Assessments

The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions.

D.

Employees

During the fiscal year ended April 30, 2008, the Company had 7 employees and 14 consultants.

E.

Share Ownership

The following table sets forth the share ownership of those persons listed in subsection 6.A above and the employees/consultants of the Company.  The tables below includes details of all options and warrants.  As of April 30, 2008, the Company had 9,824,653 warrants outstanding.  Of these warrants outstanding, 93,428 warrants are held by the persons listed in subsection 6A or the employees/consultants of the Company.

	Grant Date	Expiry Date	Exercise Price	Number of Options
Directors and Officers	Feb 29/00	Feb 29/10	$0.83	53,000
	May 3/00	May 3/10	$0.60	270,000
	Sept 10/03	Sept 10/08	$0.76	190,000
	Nov 5/04	Nov 5/09	$0.70	440,000
	Apr 19/06	Apr 19/11	$0.40	50,000
	May 18/07	May 18/12	$0.55	330,000
	June 27/07	June 27/12	$0.72	50,000
	Oct 11/07	Oct 11/12	$0.50	200,000
	Oct 29/07	Oct 29/12	$0.50	100,000
	Nov 14/07	Nov 14/12	$0.50	85,000
	Feb 22/08	Feb 22/13	$0.60	660,000

Employees and Consultants	Feb 29/00	Feb 29/10	$0.83	359,000
	May 3/00	May 3/10	$0.60	100,000
	Sept 10/03	Sept 10/08	$0.76	335,000
	Nov 5/04	Nov 5/09	$0.70	1,085,000
	Feb 3/06	Feb 3/11	$0.40	125,000
	Apr 19/06	Apr 19/11	$0.40	182,500
	May 8/06	May 8/11	$0.50	50,000
	May 19/06	May 19/11	$0.50	20,000
	Feb 14/07	Feb 14/09	$0.47	150,000
	May 18/06	May 18/12	$0.55	540,000
	Aug 13/07	Aug 13/12	$0.70	100,000
	Oct 11/07	Oct 11/12	$0.50	80,000
	Oct 29/07	Oct 29/12	$0.50	30,000
	Feb 22/08	Feb 22/13	$0.60	540,000
				6,124,500

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	Purchase Date	Expiry Date	Exercise Price	Number of Warrants
Directors and Officers	June 1/07	Dec 1/08	$0.60	41,000
	July 18/07	Jan 18/09	$0.90	11,428
Employees and Consultants	June 1/07	Dec 1/08	$0.60	31,000
	July 18/07	Jan 18/09	$0.90	10,000
Others	June 1/07	Dec 1/08	$0.60	3,271,975
	July 18/07	Jan 18/09	$1.00	750,000
	July 18/07	Jan 18/09	$0.90	2,059,250
	Mar 31/08	Mar 31/09	$0.60	3,650,000
				9,824,653

Description of Existing Incentive and Stock Compensation Plans

The Company has three existing incentive and stock compensation plans which have previously been approved by the shareholders: the 2004 Plan, the 2005 Plan and the Performance Share Plan.  These plans, which are detailed below, are maintained separate and apart from each other.

(a)

2004Stock Option Plan (Amended August 23, 2004)

The Company’s 2004 stock option plan, as amended August 23, 2004 (the “2004 Plan”) provides that the aggregate number of common shares of the Company that may be issued under the 2004 Plan shall not exceed 6,324,200 common shares.

Percentage of Issued and Outstanding Shares as of June 25, 2008

Shares issued upon exercise of incentive stock options	749,834	1.2%
Shares reserved for issuance pursuant to unexercised incentive stock options	5,511,866	8.9%
Unallocated shares available for future grants of incentive stock options	62,500	0.1%
TOTAL	6,324,200	10.2%

The 2004 Plan was adopted to advance the interests of the Company and its shareholders by affording directors, officers, employees and consultants (the“Participants”), upon whose judgment, initiative and effects the Company relies for the successful conduct of the Company’s business, an opportunity for investment in the Company and the incentive advantages inherent in the share ownership in the Company.  The 2004 Plan authorizes the Board to grant options to Participants selected by the Board, upon considering criteria such as employment position or other relationship with the Company, duties and responsibilities, ability, productivity, length of service or association, morale, interest in the Company, recommendations by supervisors and other matters.

The 2004 Plan is administered by the Board in accordance with the terms of the 2004 Plan.  Pursuant to the 2004 Plan, the Board may grant options to Participants upon such terms and conditions as the Board may determine in accordance with the terms of the 2004 Plan.  The Board will determine the option price (which must comply with TSX policies) and the term of the options, which may be up to 10 years in length.  The exercise price must not be lower than the market price at close on the day prior to the grant of the option.  Vesting provisions may be included at the discretion of the Board.  The total number of options granted to insiders may not exceed 10% of the issued and outstanding common shares of the Company in any 12 month period and no insider may be granted options exceeding 5% of the issued and

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outstanding common shares of the Company in any 12 month period.  Pursuant to the 2004 Plan, the maximum number of common shares reserved for any on individual may not exceed 5% of the issued and outstanding share capital of the Company at the date of grant.  If an optionee’s relationship with the Company is terminated for cause, then such person’s options will terminate on the same day that the relationship ceases.  If an optionee’s relationship with the Company is terminated for any reason other than cause or death, then such person’s options will terminate on the same day that the relationship ceases unless the Board specifically allows an additional 30 day exercise period.  Upon death of an optionee, such optionee’s options may be exercised by the estate of the optionee for one year from the date of death or such longer period as the Board may det ermine at the time of grant of the options.

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the 2004 Plan shall not be transferable or assignable.  During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.  In the event of death of the Participant, the option previously granted shall be exercisable only within the twelve months of such death and then only by the person or persons to who the rights under the option shall pass or the laws of descent and distribution and if the extent that was entitled to exercise the option at the date of death.

The 2004 Plan may be amended by the Board as it may deem proper and in the best interests of the Company, subject to prior approval of the TSX, provided that no such amendment shall impair any option previously granted under the 2004 Plan.

All allowable options have now been granted under the 2004 Plan and, accordingly, any new options shall be granted by the Company under the 2005 Plan (see below).  The 2004 Plan shall only remain in effect until all outstanding options have either been exercised or expired.

(b)

2005 Stock Option and Incentive Plan (August 24, 2005)

The Company’s 2005 Stock Option and Incentive Plan dated August 24, 2005 (the “2005 Plan”) provides that the aggregate number of common shares of the Company that may be issued under the 2005 Plan shall not exceed 10% of the issued and outstanding capital of the Company, as such may be from time-to-time.  Details of this plan are indicated below.

		Percentage of Issued and  Outstanding Shares as of  June 25, 2008
Shares issued upon exercise of incentive stock options	0	0%
Shares issued upon exercise of performance shares	0	0%
Shares reserved for issuance for unexercised incentive stock options	612,634	1.0%
Shares reserved for issuance for the unexercised performance shares	0	0%
Unallocated shares that are currently reserved with TSX available for future grants of incentive stock options	2,826,106	4.6%
TOTAL	3,438,740	5.6%

2005 Plan - General

The purpose of the 2005 Plan is to attract and retain the best available personnel for positions with the Company, to provide incentives and awards to eligible persons under the plan, and to promote the success of the Company’s business.  Incentive benefits that may be granted under the 2005 Plan include:  stock options (tax qualified and non-tax qualified); stock awards; restricted stock; stock appreciation rights; performance shares/units; grant or sale of compensation related restricted shares or deferred shares; cash awards; or other incentives that may be determined by the Board in future.  The 2005 Plan will be administered by the Board in accordance with the terms of the 2005 Plan.

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The 2005 Plan provides that the maximum aggregate number of shares of the Company which may be awarded under the 2005 Plan will be 10% of the issued and outstanding capital of the Company, as such may be from time-to-time.  The 2005 Plan will terminate on August 24, 2015.

Incentives under the 2005 Plan may be granted only to such directors, officers, employees, consultants, advisors or other eligible participants as determined by the Board (collectively, the “Participants”).  No individual may receive incentive grants exceeding 5% of issued and outstanding capital of the Company, unless specifically authorized by the Board and permitted by applicable laws and exchange policies.

Except to the extent otherwise expressly provided in an incentive award, the right to acquire Common Shares of the Company or other assets under the 2005 Plan may not be assigned, encumbered or otherwise transferred by a Participant and any attempt by a Participant to do so will be null and void.  However, option or incentive awards granted under the 2005 Plan may be transferred by a Participant by will or the laws of descent and distribution or pursuant to a qualified domestic relations order.  Unless assigned in accordance with the terms of an award, options and other awards granted under the 2005 Plan may not be exercised during a Participant’s lifetime except by the Participant or, in the event of the Participant’s legal incapacity, by his guardian or legal representative acting in a fiduciary capacity on behalf of the Participant under applicable law and court supervision.

Payment for common shares shall be paid by cash, in the form of currency or cheque or other cash equivalent acceptable to the Company, non-forfeitable, unrestricted or restricted common shares, which are already owed by the optionee and have an aggregate market reference value at the time of exercise that is equal to the option price or any other legal consideration that the Board may deem appropriate, including without limitation any form of consideration authorized pursuant to Section 7 of the 2005 Plan.

The Board in its sole discretion may permit a cashless exercise of the option.  In the event of a cashless exercise of the option, the Company shall issue the option holder the number of common shares determined as follows:

X = Y (A-B) / A

X = the number of shares to be issued to the option holder.

Y = the number of shares with respect to which the option is being exercised.

A = the market price of the common stock prior to the date of exercise.

B = the exercise price

The 2005 Plan may be amended by the Board at any time, without shareholder approval subject to the following amendments requiring shareholder approval, as required by law or TSX policies:  an increase in the fixed percentage of common shares subject to the 2005 Plan; and any change in the definition of Participant.

The Board may make amendments such as repricing and extending non-insider options.  If required by TSX policy to which the Company is subject, repricing or extension of Incentive agreements to insiders shall require shareholder approval.

Stock Options

The Board may grant options to Participants to purchase common shares of the Company upon such terms and conditions as the Board may determine.  The option price shall be the ten (10) day average trading price of the Company’s common shares on the TSX and as determined by the Board (“fair market value”) in accordance with applicable laws and exchange policies.  Unless otherwise specified, the term of each option will be five years from the date of grant with any vesting provisions being set at the discretion of the Board.  In most circumstances, an option will be exercisable for a period of three months after an employee ceases to be an employee, where such termination of employment is voluntary, (only with respect to options that are vested on such date of termination of employment).  The options will terminate on the date an employee’s employment by the Company is terminated, if such termination is for cause.  Where employment has been terminated due to disability or death, the options will be exercisable

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for six months from the date of termination of employment or death with respect only to options that are vested on the date of termination of employment or death, as the case may be.

Any grant of option may provide for payment to the optionee of dividend equivalents or accretions thereon in cash or shares on a current, deferred or contingent basis or the Board may provide that any dividend equivalent may be credited against the option price.  Any grant of an option may provide that payment of the option price may be made in the form of restricted shares or other shares that are not subject to risk of forfeiture or restrictions on transfer in the manner determined by the Board.  Any grant may allow for deferred payment of the option price through a sale and remittance procedure whereby the Participant will sell the common shares through a Company-designated brokerage firm, which firm then will forward directly to the Company from the proceeds of sale of the shares, the aggregate option price payable for the purchased shares.

Subject to applicable laws and TSX policies, the Board may, in its discretion, assist any Participant in the exercise of awards under the 2005 Plan by authorizing the Company to provide a loan to the Participant (not to exceed the exercise price plus tax liability incurred in connection therewith), permitting the Participant to pay the exercise price in installments, authorizing the Company to guarantee a loan obtained by the Participant from a third party, or granting a cash bonus to the Participant to enable the Participant to pay tax obligations arising from an award.  Any such loans may be forgiven by the Company at the discretion of the Board.

Restricted Shares

Restricted shares will be sold or transferred by the Company to a Participant at a price which may be below fair market value or for no payment at all, but are subject to restriction on their sale or other transfer by the Participant and such shares will be escrowed until such time as the restrictions are removed.  The number of restricted shares that may be transferred or sold by the Company, the sale price, and the restrictions set on such shares will all be determined by the Board at the time of grant.

Deferred Shares

Deferred shares are an award of the right to receive shares at the end of a specified deferral period, upon fulfillment during the deferral period of pre-set performance conditions, all of which terms and conditions will be determined by the Board at the time of grant or sale of the deferred shares.

Performance Shares

Performance shares or units may be issued to a Participant upon the achievement of specified objectives set by the Board upon terms and conditions set by the Board.  At the time of this Information Circular, there are no performance shares allotted to be issued pursuant to the terms of the 2005 Plan.

(c)

Previously Approved Performance Shares

In 2003 and 2004, the shareholders approved the issuance of an aggregate of 2,697,990 nominal value performance shares (1,116,940 in 2003; 1,581,050 in 2004).  These performance shares are separate from any performance shares that may be issued under the 2005 Plan.  To date 450,000 of these performance shares have been issued.  At the time of shareholder approval in 2003, the 1,116,940 shares represented 4.8% of the Company’s then issued and outstanding common shares.  At the time of shareholder approval in 2004, the 1,581,050 performance shares represented 5% of the Company’s then issued and outstanding common shares.  As at June 25, 2008, the 2,697,990 performance shares represent 4.38% of the Company’s issued and outstanding common shares.

These performance shares have been and shall be issued at the discretion of the Board to such arm’s length parties as the Board considers desirable to attract to the Company due to their particular expertise, management experience, operations experience, financial capacity, industry profile or other such characteristics. Vesting provisions have been and may be imposed at the discretion of the Board at the

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date of issuance.  The value of the performance shares shall be determined by the Board in its sole discretion at the date of issuance.  The total number of performance shares granted to any one individual may not exceed 5% of the Company’s issued and outstanding common shares at the date of issuance. As at June 25, 2008, 250,000 performance shares have been allotted and are outstanding.

			Percentage of Issued and Outstanding Shares as of June 25, 2008
Shares issued upon exercise of performance shares		450,000	0.73%
Shares reserved for issuance for the unexercised performance shares		250,000	0.41%
Unallocated shares available for future grants of performance shares		1,997,990	3.24%
	TOTAL	2,697,990	4.38%

The above 2,697,990 performance shares are separate from any performance shares that may be issued under the 2005 Plan.

Options and Other Rights to Purchase Shares

The following table summarizes the issued and outstanding options as at April 30, 2008.

Number outstanding 30 April 2007	Granted	Exercised	Expired	Cancelled	Number outstanding 30 April 2008	Exercise price per share	Expiry date
150,000	-	-	(150,000)	-	-	$0.60	1 July 2007
740,000	-	-	(720,000)	(20,000)	-	$0.60	31 December 2007
545,000	-	-	-	(20,000)	525,000	$0.76	10 September 2008
1,575,000	-	-	-	(50,000)	1,525,000	$0.70	5 November 2009
419,500		-	-	(7,500)	412,000	$0.83	28 February 2010
380,000	-	-	-	(10,000)	370,000	$0.60	3 May 2010
100,000	-	(100,000)	-	-	-	$0.40	13 July 2010
310,000	-	(25,000)	-	(160,000)	125,000	$0.40	3 February 2011
340,000	-	(7,500)	-	(100,000)	232,500	$0.40	19 April 2011
50,000	-	-	-	-	50,000	$0.50	8 May 2011
20,000	-	-	-	-	20,000	$0.50	19 May 2011
75,000	-	-	-	(75,000)	-	$0.45	12 October 2011
150,000	-	-	-	-	150,000	$0.47	14 February 2009
100,000	-	-	-	(100,000)	-	$0.47	14 February 2012
-	1,500,000	-	-	(630,000)	870,000	$0.55	18 May 2012
-	50,000	-	-	-	50,000	$0.72	27 June 2012
-	100,000	-	-	-	100,000	$0.70	13 August 2012
-	280,000	-	-	-	280,000	$0.50	11 October 2012
-	130,000	-	-	-	130,000	$0.50	29 October 2012
-	85,000	-	-	-	85,000	$0.50	14 November 2012
-	1,200,000	-	-	-	1,200,000	$0.60	22 February 2013
4,954,500	3,345,000	(132,500)	(870,000)	(1,172,500)	6,124,500

During the year ended April 30, 2008, there were 3,345,000 stock options granted and 1,172,500 stock options cancelled and 870,000 stock options expired to directors, officers, consultants, and employees pursuant to the Company’s stock compensation plans.  As of April 30, 2008 there were 6,124,500 outstanding stock options issued under the Company’s stock compensation plans.

During the year ended April 30, 2007, there were no stock option amendments to directors, executive officers, non-executive insiders or others.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.

Major Shareholders

To the knowledge of the directors and executive officers of the Company, and based upon the Company’s review of the records maintained by Computershare Investor Services and insider reports filed with System for Electronic Disclosure by Insiders (SEDI), as at June 25, 2008, the following shareholders beneficially owned, directly or

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indirectly, or exercised control or direction over, shares carrying more than 5% of the voting rights attached to all outstanding common shares of the Company:

Shareholder Name And Address	Number Of Shares Held(1)	Percentage Of Issued Shares
CDS & Company 25th Esplanade Toronto, Ontario M5E 1W5	46,589,124	75.6%
Stillwater Mining Company 1321 Discovery Drive Billings, MT  59102	5,750,692	9.3%
Front Street F/T 2008 LP 33 Yonge Street, Suite 600 Toronto, ON  M5E 1G4	3,400,000	5.5%

Notes

⁽¹⁾CDS & Co. is a depository, the Company has no knowledge as to the beneficial ownership of these shares.

B.

Related Party Transactions

There were no material transactions in the fiscal year ended April 30, 2008, or proposed material transactions between the Company or any of its subsidiaries, except as previously disclosed in the audited year-ended April 30, 2008 financial statements.

C.

Interests of Experts and Counsel

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

ITEM 8.

FINANCIAL INFORMATION

A.

Consolidated Statements and Other Financial Information

This annual report contains the consolidated financial statements for the Company for the fiscal year ended April 30, 2008 which contain an Audit Report dated June 30, 2008.

B.

Significant Changes

No significant change has occurred since the date of the annual financial statements included in this Annual Statement.

ITEM 9.

THE OFFER AND LISTING

A.

Offer and Listing Details

The annual high and low market prices for the common shares of the Company on the TSX Exchange for each of the last five full financial years are as follows:

Year Ended	High	Low
May 2007 – April 2008	0.770	0.280
May 2006 – April 2007	0.500	0.270
May 2005 – April 2006	0.510	0.255
May 2004 – April 2005	0.710	0.330
May 2003 – April 2004	1.400	0.400

The high and low market prices for the common shares of the Company on the TSX Exchange for each full financial quarter for the two (2) most recent full financial years:

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Year Ended	High	Low
First Quarter July 2007	0.770	0.385
Second Quarter October 2007	0.650	0.360
Third Quarter January 2008	0.435	0.280
Fourth Quarter April 2008	0.610	0.295
First Quarter July 2006	0.500	0.330
Second Quarter October 2006	0.385	0.280
Third Quarter January 2007	0.480	0.270
Fourth Quarter April 2007	0.495	0.320

The high and low market prices for the common shares of the Company on the TSX Exchange for the most recent six months:

Month Ended	High	Low
June 2008	0.325	0.290
May 2008	0.350	0.300
April 2008	0.400	0.295
March 2008	0.560	0.330
February 2008	0.610	0.340
January 2008	0.440	0.280

The high and low market prices for the  common shares of the Company on the TSX Exchange on the first trading day in the most recent six months:

Month Ended	High	Low
June 2008	0.305	0.305
May 2008	0.330	0.300
April 2008	0.400	0.350
March 2008	0.560	0.470
February 2008	0.370	0.340
January 2008	0.380	0.360

On April 30, 2008 the closing sale price of the common shares on the TSX Exchange was$0.30 per share.

Since October 31, 2001, the common shares of the Company have been listed on the OTC Bulletin Board.

The high and low market prices for the common shares of the Company on the OTC Bulletin Board for the five (5) most recent full financial years:

Year Ended	High	Low
May 2007– April 2008	0.750	0.260
May 2006– April 2007	0.500	0.201
May 2005– April 2006	0.500	0.200
May 2004 – April 2005	0.520	0.260
May 2003 – April 2004	1.025	0.700

The high and low market prices for the common shares of the Company on the OTC Bulletin Board for each full financial quarter for the two (2) most recent full financial years:

Year Ended	High	Low
First Quarter July 2007	0.750	0.347
Second Quarter October 2007	0.620	0.310
Third Quarter January 2008	0.490	0.260
Fourth Quarter April 2008	0.640	0.287

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First Quarter July 2006	0.500	0.292
Second Quarter October 2006	0.352	0.240
Third Quarter January 2007	0.490	0.201
Fourth Quarter April 2007	0.450	0.272

The high and low market prices for the common shares of the Company on the OTC Bulletin Board for the most recent six months:

Month Ended	High	Low
June 2008	0.330	0.280
May 2008	0.389	0.260
April 2008	0.398	0.287
March 2008	0.570	0.335
February 2008	0.640	0.347
January 2008	0.440	0.275

The high and low market prices for the common shares of the Company on the OTC Bulletin Board for the first trading day in the most recent six months:

Month Ended	High	Low
June 2008	0.330	0.300
May 2008	0.340	0.340
April 2008	0.335	0.335
March 2008	0.530	0.495
February 2008	0.375	0.347
January 2008	0.398	0.398

On April 30, 2008 the closing sale price of the common shares on the OTCBB was$0.30 per share.

The Company has not, since the date of its incorporation, declared or paid any dividends on its common shares and does not currently intend to pay dividends.  Earnings will be retained to finance further exploration.

The following table indicates the approximate number of record holders of common shares at June 25, 2008, the number of record holders of common shares with United States addresses and the portion and percentage of common shares so held in the United States.  On June 25, 2008, 61,658,008 common shares were outstanding.

Total Number of Registered Holders	Number of Registered U.S. Holders	Number of Common Shares Held in the U.S.	Percentage of  Common Shares As at June 25, 2008
79	22	6,951,292	11.3%

A substantial number of shares are held by depositaries, brokerage firms and financial institutions in "street names".

The computation of the number and percentage of shares held in the United States is based upon the number of shares held by record holders with United States addresses.  United States residents may beneficially own shares held of record by non-United States residents.

B.

Plan of Distribution

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

C.

Markets

The Company’s common shares have traded on the TSX (and it’s predecessors, the Canadian Venture Exchange and the Vancouver Stock Exchange) since December 19, 1997 under the trade symbol “PFN” and the OTCBB from

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August 30, 2001 under the trade symbol PAWEF and on the Frankfurt Stock Exchange, Open Market under the symbol P7J.

D.

Selling Shareholders

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

E.

Dilution

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

F.

Expense of the Issue

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

G.

Performance Graph

The following graph illustrates the Company’s five year cumulative total shareholder return considering a $100 Investment – April 30, 2003 to April 30, 2008.

	30-Apr-2003	30-Apr-2004	30-Apr-2005	30-Apr-2006	30-Apr-2007	30-Apr-2008
PFN %	100	142.86	79.76	104.76	102.38	71.43
TSX %	100	125.17	142.26	185.30	203.71	211.61

ITEM 10.

ADDITIONAL INFORMATION

A.

Share Capital

As of June 25, 2008, the Company has 61,658,008 common shares without par value issued and outstanding which are fully paid.

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B.

Memorandum and Articles of Association

The Company’s Articles of Association and Memorandum are registered with the British Columbia Registrar of Companies under corporation number C0699625. A copy of these Articles of Association and Memorandum were filed as an exhibit with the Company’s initial registration statement on Form 20F.

The Company was incorporated pursuant to the provisions of theBusiness Corporations Act (Alberta) on May 29, 1996.  The Company amended its articles by certificate of amendment dated October 22, 1997 to remove the private company restrictions.  On July 13, 2004 the Company continued out of the Province of Alberta into the Province of British Columbia.

C.

Material Contracts

During the year ended April 30, 2008 there were no material contracts entered into by the Company other than contracts entered into during the ordinary course of business.

D.

Exchange Controls

There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding tax requirements.  

There is no limitation imposed by Canadian law or by the constituent documents of the Company on the right of a non-resident to hold or vote common shares, other than are provided in the Investment Canada Act (Canada).  The following summarizes the material features of the Investment Canada Act (Canada).

The Investment Canada Act (Canada) requires certain "non-Canadian" individuals, governments, corporations or other entities who wish to acquire a "Canadian business" (as defined in the Investment Canada Act), or establish a "new Canadian business" (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as "Investment Canada".  The Investment Canada Act requires that certain acquisitions of control by a Canadian business by a "non-Canadian" must be reviewed and approved by the Minister responsible for the Investment Canada Act on the basis that the Minister is satisfied that the acquisition is "likely to be of net benefit to Canada", having regard to criteria set forth in the Investment Canada Act.  Only acquisitions of control are reviewable under the Investment Canada Act; however, the Investm ent Canada Act provides detailed rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control.  Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition which has been completed, the acquired Canadian business be divested.  Failure to comply with the review provisions of the Investment Canada Act could result in, among other things, an injunction or a court order directing disposition of assets or shares.

E.

Taxation

Material United States Federal Income Tax Consequences

The following is a general discussion of certain possible United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of common shares of the Company. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (See “Canadian Federal Income Tax Consequences” below).

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative

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positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation, which, if enacted, could be applied, possibly on a retroactive basis, at any time. This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares of the Company should consult their own tax advisors about the federal, state, lo cal, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.

U.S. Holders

As used herein, a “U.S. Holder” means a holder of common shares of the Company who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United Sates or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, nonresident ali en individuals, or foreign corporations whose ownership of common shares of the Company is not effectively connected with conduct on a trade or a business in the United States, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or a conversion transaction, and shareholders subject to the alternative minimum tax, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.

Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings or profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below.) To the extent that distributions exceed current or accumulated earnings and profits of t he Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder, which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder, which is a corporation.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, to the extent that there are no expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

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Dividends paid on the common shares of the Company generally will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% (or 80%) deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company,” as defined below) if such U.S. Holder owns common shares representing at least 10% (or 20%) of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.

Information Reporting and Backup Withholding

Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 30% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxab le income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income,” and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes. The availability of the foreign tax credit and the application of the limitations on the credit are factspecific, and U.S. Holders of common shares of the Company should consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder, which will be long-term capital gain or loss if the common shares of the Company are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders who are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corpora tions subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains.

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Currency Exchange Gains or Losses

U.S. Holders generally are required to calculate their taxable incomes in United States dollars. Accordingly, a U.S. Holder who purchases common shares of the Company with Canadian dollars will be required to determine the tax basis of such shares in United States dollars based on the exchange rate prevailing on the settlement date of the purchase (and may be required to recognize the unrealized gain or loss, if any, in the Canadian currency surrendered in the purchase transaction). Similarly, a U.S. Holder receiving dividends or sales proceeds from common shares of the Company in Canadian dollars will be required to compute the dividend income or the amount realized on the sale, as the case may be, in United States dollars based on the exchange rate prevailing at the time of receipt in the case of dividends and on the settlement date in the case of sales on an established securities exchange. Gain or loss, if any, recognized on a disposit ion of Canadian currency in connection with the described transaction generally will be treated as ordinary gain or loss.

Other Considerations

In the following circumstances, the above sections of this discussion may not describe the United States federal income tax consequences resulting from the holding and disposition of common shares:

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding common shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the United States and 60% or more of the Company’s gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), the Company may be treated as a “foreign personal holding company”. In that event, U.S. Holders that hold common shares would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income. The Company does not believe that it currently qualifies as a foreign personal holding company. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the curren t or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company’s outstanding common shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting or trading in securities, commodities, or any interest therein, it is possible that the Company may be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than capital gain. The Company does not believe that it currently qualifies as a foreign investment company. However, there can be no assurance that the Company will not be considered a fo reign investment company for the current or any future taxable year.

Passive Foreign Investment Company

The Code contains rules governing “passive foreign investment companies” (“PFIC”) which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the Company is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. The Company believes that it qualified as a PFIC for the fiscal year ended April 30, 1997 and the fiscal years ended from April 30, 1998 through April 30, 2002 and Apr il 30, 2006. There can be no assurance that the Company’s determination concerning its PFIC status will not

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be challenged by the IRS, or that it will be able to satisfy record keeping requirements which will be imposed on a qualified electing fund (“QEF”). Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.

A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of two alternative tax regimes at the election of each such U.S. Holder. The following is a discussion of such two alternative tax regimes applied to such U.S. Holders of the Company. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a “controlled foreign corporation” (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of classes of stock entitled to vote of such foreign corporation (See more detailed discussion at “Controlled Foreign Corporation” below).

A U.S. Holder who elects in a timely manner to treat the Company as a QEF (an “Electing U.S. Holder”) will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his pro rata share of the Company’s (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the shareholder’s taxable year in which (or with which) the Company’s taxable year ends, regardless of whether such amounts are actually distributed.

The effective QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his Company common shares (or deemed to be realized on the pledge of his shares) as capital gain; (ii) treat his share of the Company’s net capital gain, if any, as long-term capital gain instead of ordinary income; and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Company’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not a corporation, such an interest charge would be treated as “personal interest” that is not deductible.

The procedure a U.S. Holder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Holder’s holding period in which the Company is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a timely QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, the Company qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or if the Company is a controlled foreign corporation, the U.S. Holder’s pro rata share of the Company’s post-1986 earnings and profits as of the qualification date. T he qualification date is the first day of the Company’s first tax year in which the Company qualified as a QEF with respect to such U.S. Holder. The elections to recognize such gain or earnings and profits can only be made if such U.S. Holder’s holding period for the common shares of the Company includes the qualification date. By electing to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have made a timely QEF election. A U.S. Holder who made elections to recognize gain or earnings and profits after May 1, 1992 and before January 27, 1997 may, under certain circumstances, elect to change such U.S. Holder’s qualification date to the first day of the first QEF year. U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a “controlled foreign corporation (a s defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of classes of stock entitled to vote of such foreign corporation. (See more detailed discussion at “Controlled Foreign Corporation” below).

If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Company common shares, then the Company will continue to be treated as a PFIC with respect to such Company common shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Company common shares had been sold on the last day of the last taxable year for which it was a PFIC.

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Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC, may annually elect to mark such stock to the market (a “mark-to-market election”). If such an election is made, such U.S. Holder will not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Company’s common shares. A U.S. Holder who makes the mark-to-market election will include in income for the taxable year for which the election was made an amount equal to the excess, if any, of the fair market value of the common shares of the Company as of the close of such tax year over such U.S. Holder’s adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior tax year but for the Section 1291 interest on tax deferral rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder’s adjusted tax basis in the common shares of the Company will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the elec tion is made and to each subsequent taxable year, unless the Company’s common shares cease to be marketable, as specifically defined, or the Secretary of the IRS consents to revocation of the election. Because the IRS has not established procedures for making a mark-to-market election, U.S. Holders should consult their tax advisor regarding the manner of making such an election.

Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of the Company common shares in the hands of the transferee and the basis of any property received in exchange for those common shares would be increased by the amount of gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee’s basis in this case will depend on the manner of transfer. In a transfer at death, for example, the transferee’s basis is equal to (i) the fair market value of the Electing U.S. Holder’s common shares reduced by the U.S. Holder’s adjusted basis in these common shares at death. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.

Certain special, generally adverse, rules will apply with respect to the Company common shares while the Company is a PFIC whether or not it is treated as a QEF. For example, under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

If the Company is classified as a PFIC, U.S. Holders who do not make timely QEF Elections (as discussed above) will be subject to a number of special tax rules. For example, gains recognized on disposition of the Company stock or the receipt of an “excess distribution” from the Company is (i) treated as if it were ordinary income earned ratably on each day of the period the U.S. Holder owns shares of the Company at the highest marginal rate in effect during the period in which it was deemed included and (ii) subject to an interest charge as if the resulting tax had actually been due in such earlier year or years (An excess distribution is the amount of any distribution received by the U.S. Holder during the taxable year that exceeds 125% of the immediately preceding three year average of distributions received from the Company, subject to certain adjustments.) Proposed Regulations broadly define a disposition to include any trans action or event that constitutes an actual or deemed transfer of property for any purpose under the Code, including (but not limited to) a sale, exchange, gift, transfer at death, and the pledging of PFIC stock to secure a loan. If the tax described above is not imposed on transfer at death, the recipient of the PFIC stock receives a basis in the transferred stock equal to the lessor of the fair market value or the adjusted basis of the stock in the hands of the U.S. Holder immediately before death. Finally, the foregoing

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rules will continue to apply with respect to a U.S. Holder who held the stock of the Company while the Company met the definition of a PFIC even if the Company ceases to meet the definition of a PFIC.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of the Company is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701 (a)(31), each of which own, actually or constructively, 10% or more of the total combined voting power of all classes of shares of the Company (“United States Shareholder”), the Company could be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Code. This classification would effect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Company which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company attributable to shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to United States shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. Special rules apply to United States Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside the scope of this discussion. The Company does not believe that it currently qualifies as a CFC. However, there can be no assurance that the Company will not be considered a CFC for the current or any future taxable year.

Material Canadian Federal Income Tax Consequences

The summary below is restricted to the case of a holder (a “Holder”) of one or more common shares who for the purposes of the Income Tax Act (Canada) (the “Act”) is a non-resident of Canada, holds his common shares as capital property and deals at arm’s length with the Company.

The following is a general discussion of certain possible Canadian federal income tax consequences, under current law, generally applicable to a non-resident of Canada (as hereinafter defined) of common shares of the Company. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described above as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any provincial, local or foreign tax consequences.

Dividends

A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his common shares. Under the 1995 Protocol amending the Canada-US Income Tax Convention (1980) (the “Treaty”) the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

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Capital Gains

A Holder who disposes of a common share, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted “taxable Canadian property” as defined by the Act. Generally, a common share will not constitute taxable Canadian property of a Holder unless he held the common shares as capital property used by him carrying on a business (other than an insurance business) in Canada, or he or persons with whom he did not deal at arm’s-length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Company.

A Holder who is resident of the United States and realizes a capital gain on disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common share is derived from, or forms an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or ( c) the Holder (i) was a resident of Canada at any time within the ten years immediately the disposition and for a total of 120 months during the 20 years, preceding the disposition, and (ii) owned the common share when he ceased to be a resident of Canada.

A Holder who is subject to Canadian tax in respect of a capital gain on disposition of a common share must include one-half of the capital gain (taxable capital gain) in computing his taxable income earned in Canada. This Holder may, subject to certain limitations, deduct one half of any capital loss (allowable capital loss) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect of taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.

F.

Dividends and Paying Agents

The Company has not declared or paid any dividends on its outstanding common shares since its inception and does not anticipate that it will do so in the foreseeable future.  The declaration of dividends on the common shares of the Company is within the discretion of the Company's Board of Directors and will depend upon the assessment of, among other factors, earnings, capital requirements and the operating and financial condition of the Company.  At the present time the Company's anticipated capital requirements are such that it intends to follow a policy of retaining earnings in order to finance the further development of its business.

G.

Statements by Experts

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

H.

Documents on Display

Any documents referred to in this annual report may be inspected at the head office of the Company, 2303 West 41st Avenue, Vancouver, British Columbia V6M 2A3, during normal business hours.

I.

Subsidiary Information

There is no information relating to the Company’s subsidiaries which must be provided in Canada and which is not otherwise called for by the body of generally accepted accounting principles used in preparing the financial statements.

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ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company anticipates its primary market risk, if any, to be related to fluctuations in exchange rates. Exchange rate risk may arise if the Company is required to use different currencies for various aspects of its operations.  At present, the functional currency for the Company is the Canadian dollar.  Based on the Company’s overall exchange rate risk as at April 30, 2008, the Company believes that a ten percent change in exchange rates would not have a material adverse effect on its financial position, results of operations, or changes in financial position.  The Company intends to monitor its exchange rate risk and take reasonable steps to reduce its exposure.  The Company does not intend to purchase or sell derivative instruments for speculative purposes.

PART II

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

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

ITEM 13.

DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

There has not been a material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within thirty days, relating to indebtedness of the Company of any of its significant subsidiaries.  There are no payments of dividends by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares of the Company.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

AND USE OF PROCEEDS

Not Applicable

ITEM 15.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this report, an evaluation of the effectiveness of the design and operations of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) was carried out by the Company’s principal executive officer and principal financial officer.

Based upon that evaluation, the Company’s principal executive officer and principal financial officer have concluded as of the end of the period covered by this report the Company’s disclosure controls and procedures were designed and are effective in providing reasonable assurance that:

·

information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms, and

·

material information required to be disclosed in our reports is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

Management Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(e) under the Exchange Act.  Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and

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the preparation of financial statements for external purposes in accordance with U.S. GAAP.  Our internal control over financial reporting includes those policies and procedures that:

·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of internal control over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company’s internal control over financial reporting was to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.

Based on this evaluation, management has concluded that as of April 30, 2008, the internal controls over financial reporting was effective.

All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in internal control over financial reporting

During the Company’s most recently completed financial year ended April 30, 2008, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation report of the registered public accounting firm

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

ITEM 16.

[Reserved]

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

Charter of the Audit Committee of the Board of Directors

Purpose

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Pacific North West Capital Corp. (“PFN”) is to provide an open avenue of communication between PFN’s management (“Management”), the independent Auditors (“Auditors”) and the Board and to assist the Board in its oversight of the following: integrity, adequacy and timeliness of PFN’s financial reporting and disclosure practices; process for identifying the principal financial risks of PFN and the control systems in place to monitor them; compliance

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with legal and regulatory requirements related to financial reporting; and independence and performance of PFN’s Auditors.

The Committee shall also perform any other activities consistent with the Charter, PFN’s by-laws and governing laws as the Committee or Board deems necessary or appropriate.

The Committee’s role is one of oversight.  It is not the responsibility of the Committee to determine that PFN’s financial statements are complete and accurate and in accordance with generally accepted accounting principles or to plan or conduct audits.  The financial statements are the responsibility of Management.  The Auditors are responsible for performing an audit and expressing an opinion on the fair presentation of PFN’s financial statements in accordance with generally accepted accounting principles.

Authority

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the Auditors as well as any officer of PFN, or PFN’s outside counsel, to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee shall have unrestricted access to PFN’s books and records and has the authority to retain, at PFN’s expense, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties.  Subject to Board approval, the Committee has the authority to set and pay the compensation of the advisors employed by the Committee.  The Chairperson of the Committee (“Chairperson”) or other member of the Committee so designed by the Committee may represent the Committee to the extent permitted by applicable legal and listing requirements.

The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.

Composition of Meetings

a)

The Committee and its membership shall meet all applicable legal, regulatory and listing requirements.

b)

Members of the Committee and the Chairperson shall be appointed by the Board and may be removed by the Board in its discretion.  The Committee will be elected annually at the first Board meeting following the annual general meeting.

c)

The Committee shall be comprised of three or more directors, one of whom shall serve as Chairperson.

d)

Each member of the Committee shall be independent, non-executive director, free from any relationship that, in the opinion of the Board, could reasonably be expected to interfere with the exercise of his or her independence from management, PFN, or the Auditors.

e)

All members of the Committee shall be, or promptly after appointment, shall become financially literate as determined by the Board.  Preferably at least one member of the Committee shall have accounting or related financial management expertise as determined by the Board.

f)

The Committee shall meet, at the discretion of the Chairperson or a majority of its member, as circumstances dictate or as may be required by applicable legal or listing requirement, and a majority of the members of the Committee shall constitute a quorum.

g)

If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all powers and responsibilities so long as quorum remains in office.

h)

Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose; actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose.  In the case of a tie the Chairperson shall have a second or tie-breaking vote.

i)

The Committee shall maintain minutes of meetings and periodically report to the Board on significant results of the Committee’s activities.

j)

The Committee may invite such other persons to its meetings as it deems appropriate.

k)

The Auditors will have direct access to the Committee on their own initiative.

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Responsibilities

A.

With respect to the Interim and Annual Financial Statements, the MD&A, and the AIF

The Committee shall review PFN’s interim financial statements for approval of same prior to their being filed with the appropriate regulatory authorities.  The Committee shall review PFN’s annual audited financial statements and report thereon to prior to their being filed with the appropriate regulatory authorities.  With respect to the annual audited financial statements, the Committee shall discuss significant issues regarding accounting principles, practices, and judgements of Management with Management and the Auditors and when the Committee deems it appropriate to do so.

The Committee shall review Management’s Discussion and Analysis relating to annual and interim financial statements, the Annual Information Form and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws prior to their being filed with the appropriate regulatory authorities.

The Committee shall review Management’s earnings releases relating to annual and interim financial statements and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws prior to their being filed with the appropriate regulatory authorities.

The Committee shall review the post-audit or management letter containing the recommendations of the Auditors and Management’s response and subsequent follow-up to any identified weaknesses.

The Committee shall review the evaluation of internal controls by the Auditors, together with Management’s response.

The Committee shall meet no less frequently than annually separately with the Auditors and the Chief Financial Officer to review PFN’s accounting practices, internal controls and such other matters as the Committee or Chief Financial Officer deems appropriate.

B.

With Respect to the Auditors

The Auditors are ultimately accountable to the Board of Directors.  The Board has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the Auditors (or nominate the Auditors to be proposed for shareholder approval in any proxy statement).

The Committee shall review the performance of the Auditors.

The Committee shall annually recommend to the Board the appointment of the Auditor, or, as appropriate, the discharge or replacement of the Auditors when circumstances warrant.  The Board will set the compensation for the Auditors.

The Committee shall be responsible for ensuring that the Auditors submit on a periodic basis to the Committee a formal written statement delineating all relationships between the Auditors and PFN.  The Committee is responsible for discussing with the Auditors any disclosed relationships or services that may impact the objectivity and independence of the Auditors and for recommending that the Board take appropriate action in response to the Auditor’s report to satisfy itself of the Auditor’s independence.

PFN considers the core services provided by the Auditors to include the annual audit, tax planning and tax compliance.  The Committee shall review any engagements for non-audit services beyond the core services proposed to be provided by the Auditors or any of their affiliates, together with estimated fees, and consider the impact on the independence of the Auditors.

The Committee shall review the Auditor’s audit plan, including scope, procedures and timing of the audit.

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C.

Other Committee Responsibilities

The Committee shall perform any other activities consistent with the Charter and governing law, as the  Committee or the Board deems necessary or appropriate including:

a)

Establishing and reviewing PFN’s procedures for the receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters.

b)

Establishing and reviewing PFN’s procedures for confidential, anonymous submissions by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

c)

Conducting or authorizing investigations into any matters that the Committee believes is within the scope of its responsibilities.

d)

Making inquiries of management and the Auditors to identify significant business, political, financial and control risks and exposures and assess the steps management has taken to minimize such risk.

Composition of the Audit Committee

The following are members of the audit committee:

Jordan Point, Chairman of the Audit Committee, Linda Holmes and Dennis Hop.  For further information on the committee members, please see heading entitled Board Practices above page number 58.

All the members are an independent member of the audit committee and are financially literate.

Mr. Point has an understanding of internal controls and procedures for financial reporting.

ITEM 16B:

CODE OF ETHICS

The Company has adopted a code of ethics that applies to the Company’s principal executive officer and principal financial officer and will provide to any person without charge, upon request by mail but may also be made by telephone, telecopier or other electronic means of communication, a copy of such code of ethics.

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table discloses the aggregate fees billed for each of the last two financial years for professional services rendered by the Company’s audit firm for various services.

Services		Year ended April 30, 2008		Year ended April 30, 2007
Audit Services	$	25,000	$	28,500
Audit – and review – related services	$	-	$	3,300
Tax services	$	-	$	900
All other services	$	-	$	-
	$	$25,000	$	32,700

From time to time, management of the Company recommends to and requests approval from the audit committee for non-audit services to be provided by the Company’s auditors.  The audit committee routinely considers such requests at committee meetings, and if acceptable to a majority of the audit committee members, pre-approves such non-audit services by a resolution authorizing management to engage the Company’s auditors for such non-audit services, with set maximum dollar amount for each itemized service.  During such deliberations, the audit committee assesses, among other factors, whether the services requested would be considered “prohibited services” as contemplated by the US Securities and Exchange Commission, and whether the services requested and the fees related to such services could impair the independence of the auditors.

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ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

ITEM 16E.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None

PART III

ITEM 17.

FINANCIAL STATEMENTS

See the Financial Statements and Exhibits listed in Item 19 hereof and filed as part of this Annual Report.

ITEM 18.

FINANCIAL STATEMENTS

Not applicable

ITEM 19.

EXHIBITS

The following exhibits are filed as part of this Form 20-F/A Annual Report for the year ended April 30, 2008.  To view all previously submitted Exhibits, please see the Company’s Form 20-F originally filed July 30, 2008.

EXHIBIT 1.

Financial Statements

SIGNATURES

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

Dated:

March 24, 2009

PACIFIC NORTH WEST CAPITAL CORP.

“Harry Barr”

Harry Barr

President & Chief Executive Officer

“Robert Guanzon”

Robert Guanzon, Chief Financial Officer

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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CERTIFICATION OF C.E.O PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I Harry Barr, President and Chief Executive Officer, certify that:

1.

I have reviewed this annual report on Form 20-F of Pacific North West Capital Corp. as amended March 24, 2009 by Amendment No. 1;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report.

4.

The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures for the company (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and.

5.

The company’s other certifying officer(s) and I have disclosed, based on our more recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date:

March 24, 2009

PACIFIC NORTH WEST CAPITAL CORP.

“Harry Barr”

Harry Barr, President & Chief Executive Officer

84

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CERTIFICATION OF C.F.O PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I Robert Guanzon Chief Financial Officer, certify that:

1.

I have reviewed this annual report on Form 20-F of Pacific North West Capital Corp. as amended March 24, 2009 by Amendment No. 1;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report.

4.

The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures for the company (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and.

5.

The company’s other certifying officer(s) and I have disclosed, based on our more recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date:

March 24, 2009

PACIFIC NORTH WEST CAPITAL CORP.

“Robert Guanzon”

___________________________________

Robert Guanzon, Chief Financial Officer

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CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Pacific North West Capital Corp. (the “Company”) on Form 20Fas amended March 24, 2009by Amendment No. 1for the period ended April 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harry Barr, the President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

the Report fully complies with the requirements of section 13a-14(a) and  15d-14(a) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result of the operations of the Company.

PACIFIC NORTH WEST CAPITAL CORP.

“Harry Barr”

Harry Barr

President & Chief Executive Officer

86

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Pacific North West Capital Corp. (the “Company”) on Form 20F as amended March 24, 2009by Amendment No. 1 for the period ended April 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Guanzon, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

the Report fully complies with the requirements of section 13a-14(a) and  15d-14(a) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result of the operations of the Company.

PACIFIC NORTH WEST CAPITAL CORP.

“Robert Guanzon”

Robert Guanzon

Chief Financial Officer

87

CERTIFICATE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER

AND THE CHIEF FINANCIAL OFFICER

In my role as Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) of Pacific North West Capital Corp. (the “Company”), I have adhered to and advocated to the best of my knowledge and ability the following principles and responsibilities governing professional conduct and ethics:

Act with honesty and integrity, handling in an ethical manner any actual or apparent conflicts of interest between personal and professional relationships.  A “conflict of interest” exists when an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company.

Provide constituents with information that is accurate, complete, objective, relevant, timely and understandable.  If I am the CEO or CFO, I shall review the Company’s annual reports before certifying and filing them with the SEC.

Comply with all applicable laws, rules and regulations of federal, provincial, territorial, state and local governments, and other appropriate private and public regulatory agencies.

Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.

Respect the confidentiality of information acquired in the course of business except when authorized or otherwise legally obligated to disclose the information.  I acknowledge that confidential information acquired in the course of business is not to be used for personal advantage.

Promote ethical behavior among employees at the Company and as a responsible partner with industry peers and associates.

Maintain control over and responsibly manage all assets and resources employed or entrusted to me by the Company.

Report illegal or unethical conduct by any director, officer or employee that has occurred, is occurring or may occur, including any potential violations of the Company’s Code of Business Conduct and Ethics (the “Code”).  Such report shall be made to the Audit Committee of the Board of Directors and shall include conduct of a financial or non-financial nature.

Comply with the Code.  I understand that if I violate any part of the Code, I will be subject to disciplinary action.

I understand that the Code is subject to all applicable laws, rules and regulations.

I understand that there shall be no waiver of, modification of, or change to any part of the Code except by a vote of the Board of Directors or a designated Board committee.  In the event that a waiver of, modification of, or a change to the Code is granted, then the notice of the waiver, modification and/or change shall be posted on the Company’s website within five business days of the Board of Directors’ or designated Board committee’s vote or shall be disclosed otherwise as required by applicable law or

88

Stock Exchange or SEC rules.  Notices posted on the Company website shall remain there for a period of 12 months and shall be retained in the Company’s files as required by law.

“Harry Barr”

Harry Barr

Chief Executive Officer

“Robert Guanzon”

Robert Guanzon

Chief Financial Officer

March 24, 2009

89