Annual and Transition Report (foreign Private Issuer) (20-f)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE S ECURITIES EXCHANGE ACT OF 1934

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2015

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

For the transition period from ____________ to __________

¨	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 ____________

Commission file number 001-33439

JET METAL CORP.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

Suite 1240, 1140 West Pender Street, Vancouver, B.C. Canada V6E 4G1

(Address of principal executive offices)

Jim Crawford, Phone: (604) 681-8030, jcrawford@kingandbay.com

Suite 1240, 1140 West Pender Street, Vancouver, B.C. Canada V6E 4G1

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of Exchange on which registered
Common Shares, without par value	OTCQB

Securities registered pursuant to Section 12(g) of the Act:

None

(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 stock as of the close of the period covered by the annual report:28,218,451

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

¨ Yes þ No

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 þ No

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.

þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨ Yes ¨ No

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ

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

U.S. GAAP ¨

International Financial Reporting Standards as issued

by the International Accounting Standards Board þ

Other ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

¨ Item 17 ¨ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes þ No

Index to Exhibits on Page 90

JET METAL CORP.

(the “Company” or “Jet Metal”)

FORM 20-F ANNUAL REPORT

TABLE OF CONTENTS

Part I		Page
Item 1.	Identity of Directors, Senior Management and Advisers	4
Item 2.	Offer Statistics and Expected Timetable	4
Item 3.	Key Information	4
Item 4.	Information on the Company	14
Item 4A.	Unresolved Staff Comments	27
Item 5.	Operating and Financial Review and Prospects	27
Item 6.	Directors, Senior Management and Employees	36
Item 7.	Major Shareholders and Related Party Transactions	49
Item 8.	Financial Information	51
Item 9.	The Offer and Listing	51
Item 10.	Additional Information	54
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 12.	Description of Securities Other Than Equity Securities	60
Part II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	61
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	61
Item 15.	Controls and Procedures	61
2Item 16A.	Audit Committee Financial Expert	62
Item 16B.	Code of Ethics	62
Item 16C.	Principal Accountant Fees and Services	62
Item 16D.	Exemptions from the Listing Standards for Audit Committees	63
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	63
Item 16F.	Changes in Registrant’s Certifying Accountant	63
Item 16G	Corporate Governance	63
Item 16H	Mine Safety Disclosure	63
Part III
Item 17.	Financial Statements	64
Item 18.	Financial Statements	64
Item 19.	Exhibits	90
	Glossary of Geological Terms	93

RESOURCE AND RESERVE ESTIMATES

The terms “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” used in our disclosure are Canadian mining terms that are defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Best Practice Guidelines for the Estimation of Mineral Resource and Mineral Reserves (the “CIM Standards”), adopted by the CIM Council on December 11, 2005. These definitions differ from the definitions in the United States Securities and Exchange Commission (the “SEC” or the “Commission”) Industry Guide 7 under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Under Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

Canadian standards, including NI 43-101, differ significantly from the requirements of the Commission, and reserve and resource information contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The Commission’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the Commission. U.S. investors should also understand that “inferred mineral 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 an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the Commission normally only permits issuers to report mineralization that does not constitute “reserves” by the Commission’s standards as in place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the Commission. Accordingly, information concerning descriptions of mineralization and resources contained in this Annual Report on Form 20-F or in the documents incorporated by reference may not be comparable to information made public by U.S. companies subject to the reporting and disclosure requirements of the Commission.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this document constitute “forward-looking statements” under applicable securities laws. Forward-looking statements can be identified by the use of terminology such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” and statements that an action or event “may,” “might,” “could,” or “should,” be taken or occur, or other similar expressions. Forward looking statements contained in this document include, but are not limited to, statements with respect to: (i) the estimation of inferred and indicated mineral resources; (ii) details and goals of exploration activities; (iii) estimations of future costs and expenditures; (iv) currency fluctuations; (v) requirements for additional capital and the sufficiency of working capital; (vi) government regulation of mining operations; (vii) environmental risks; (viii) unanticipated reclamation expenses; and (ix) increases in mineral resource estimates. These forward-looking statements are not guarantees or predictions of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control and which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks:

·	the risks associated with outstanding litigation, if any;

·	risks associated with project development;

·	the need for additional financing;

·	operational risks associated with mining and mineral processing, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in operations which may or may not be insured;

·	fluctuations in metal prices;

·	title matters;

·	environmental liability claims and insurance;

·	reliance on key personnel;

·	the receipt of necessary regulatory approvals;

·	the potential for conflicts of interest among certain officers, directors or promoters with certain other projects;

·	the absence of dividends;

·	currency fluctuations;

·	competition;

dilution;

·	the volatility of our common share price and volume;

·	tax consequences to U.S. shareholders;

·	risks related to our being subject to the penny stock rules;

·	risks related to our being a foreign private issuer; and

·	risks related to our possibly being a passive foreign investment company.

Forward-looking information and forward-looking statements are in addition based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long term price of commodities; that the Company can access financing, appropriate equipment and sufficient labour availability and that the political environment will continue to support the development and operation of mining projects. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in “Item 3. Key Information—D. Risk Factors.” Accordingly, readers are advised not to place undue reliance on forward-looking statements. The Company does not intend to update forward-looking statements or information, except as may be required by applicable law. Except as required by applicable regulations or by law, we do not undertake any obligation to publicly update or review any forward-looking statements whether as a result of new information, future events or otherwise.

FINANCIAL AND OTHER INFORMATION

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”). The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3. KEY INFORMATION

3.A. Selected Financial Data

Our selected financial data for the fiscal years ended April 30, 2015, 2014, 2013, 2012 and 2011 was derived from our financial statements that have been audited by Davidson & Company LLP, independent Chartered Accountants, as indicated in their audit reports. Davidson & Company LLP is a member of the Canadian Institute of Chartered Accountants.

The selected financial data should be read in conjunction with and is qualified in its entirety by reference to the financial statements and notes thereto included elsewhere in this Annual Report.

To date, we have not generated sufficient cash flow from operations to fund ongoing operational requirements and cash commitments. We have financed our operations principally through the sale of our equity securities. While we believe we have sufficient capital and liquidity to finance current operations, nevertheless, our ability to continue operations is dependent on our ability to obtain additional financing. See “Item 3. Key Information—D. Risk Factors.”

The information for years ended April 30, 2015, 2014, 2013, 2012 and 2011 in the following table is derived from our financial statements, which have been prepared in accordance with the International Financial Reporting Standards (“IFRS”).

	For the Year Ended April 30,
	2015			2014			2013			2012			2011
	IFRS 1			IFRS 1			IFRS 1			IFRS 1			IFRS 1
Revenue		--			--			--			--			--
Income (Loss) for the Period	$	(357,729	)	$	(3,967,283	)	$	(11,674,061	)	$	(11,977,829	)	$	(4,077,470	)
Basic and Diluted Income (Loss) Per Share2 3	$	(0.02	)	$	(0.60	)	$	(0.18	)	$	(0.24	)	$	(0.10	)
Dividends Per Share		--			--			--			--			--
Weighted Average Shares (#)2 3		19,659,075			6,578,035			65,782,178			50,377,698			41,193,459
Period-end Shares (#)2 3		28,218,451			6,578,035			65,782,178			65,782,178			47,477,151
Working Capital (Deficit)	$	2,099,399		$	(716,619	)	$	94,253		$	5,466,961		$	10,815,170
Exploration and Evaluation Assets	$	2,509,791		$	2,509,791		$	5,670,409		$	11,592,105		$	10,180,650
Long-Term Debt	$	227,617		$	19,267		$	37,161		$	558,742		$	1,146,879
Capital Stock	$	90,663,999		$	87,411,032		$	87,411,032		$	87,457,513		$	81,021,668
Shareholders’ Equity	$	4,788,428		$	1,893,190		$	5,905,723		$	16,999,901		$	20,048,338
Total Assets	$	5,325,176		$	2,801,407		$	6,635,616		$	17,997,243		$	21,545,974

1	The financial information for years ended April 30, 2015, 2014, 2013, 2012 and 2011 are prepared using the International Financial Reporting Standards (“IFRS”). The Company’s transition date was May 1, 2010. The cumulative net loss under IFRS at April 30, 2015 is approximately $107 million.

2	Under IFRS, basic loss per share is calculated using the weighted average number of common shares outstanding during the year.

On October 28, 2010, the common shares of the Company were consolidated on the basis of four pre-consolidation shares for one post-consolidation share. The numbers presented for fiscal 2013, 2012 and 2011 are presented on the four to one post-consolidated basis. On September 17, 2013, the common shares of the Company were further consolidated on a ten pre-consolidation shares for one post-consolidation share. The numbers presented for fiscal 2015 and 2014 are presented on the ten to one post-consolidation basis.

Exchange Rates

The following table sets forth the high and low rates of exchange for the Canadian Dollar for each month during the previous six months. The table also sets forth the average exchange rates for the Canadian Dollar for the five most recent fiscal years ended April 30th. The yearly average rate means the average of the exchange rates based on the daily rates during each fiscal period.

For purposes of this table, the rates of exchange are those quoted by the Bank of Canada. The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar.

Period		High (1)	Low (1)

July 2015		1.3060	1.2566
June 2015		1.2550	1.2209
May 2015		1.2485	1.1951
April 2015		1.2612	1.1954
March 2015		1.2803	1.2400
February 2015		1.2635	1.2403

	Average (2)
Fiscal year ended April 30, 2015	1.1570
Fiscal year ended April 30, 2014	1.0602
Fiscal year ended April 30, 2013	1.0054
Fiscal year ended April 30, 2012	0.9928
Fiscal year ended April 30, 2011	1.0138

The exchange rate was $1.3110 on August 19, 2015.

(1) Means the intra-day high/low rate during the period.

(2) Means the average of the noon day rates on the last day of each month during the period.

3.B.	Capitalization and Indebtedness

Not applicable

3.C.	Reasons for the Offer and Use of Proceeds

Not applicable

3.D.	Risk Factors

We are subject to a number of risks due to the nature of our business, including our present exploration state. The following describes the material risks that could affect us.

There has been significant economic uncertainty since the second half of 2008 and it has affected the Company’s operations.

The unprecedented events in global financial markets that have occurred since mid-2008 have had a profound impact on the global economy. Many industries, including the mining industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company’s growth and profitability. Specifically:

•the global credit/liquidity crisis could impact the cost and availability of financing and the Company’s overall liquidity;

•the volatility of mineral prices would impact the Company’s revenues, profits, losses and cash flow potential;

•volatile energy prices, commodity and consumables prices and currency exchange rates would impact the Company’s production costs; and

•the devaluation and volatility of global stock markets would impact the valuation of the Company’s equity and other securities.

These factors could have a material adverse effect on the Company’s financial condition and results of operations. As a result, the Company will consider its plans and options carefully in fiscal 2016.

No known reserves

Our properties are in the exploration stage and are without a known body of mineral reserves.

We have no mineral producing properties at this time. Only those mineral deposits that we can economically and legally extract or produce, based on a comprehensive evaluation of cost, grade, recovery and other factors, are considered “reserves”. We have not defined or delineated any proven or probable reserves on any of our properties. Although the mineralized material and mineralized deposit estimates included herein have been carefully prepared by us, or, in some instances have been prepared, reviewed or verified by independent mining experts, these amounts are estimates only and no assurance can be given that any particular level of recovery of uranium, and other minerals from mineralized material will in fact be realized or that an identified mineralized deposit will ever qualify as a commercially mineable (or viable) reserve.

Our planned exploration programs may not result in profitable commercial mining operations

Our operations involve exploration, and there is no guarantee that any of our activities will result in commercial production of any mineral deposits. The exploration for and development of mineral deposits involves significant financial and other risks which even a combination of careful evaluation, experience and knowledge may not

eliminate. Most exploration projects do not result in the discovery of commercially mineable deposits. Major expenses are required to locate and establish mineral reserves, to develop metallurgical processes, and to construct mining and processing facilities at a particular site. Our planned exploration programs may not result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as quantity and quality of the minerals, costs and efficiency of the recovery methods that can be employed; proximity to infrastructure; financing costs; mineral prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. The exact effect of these factors cannot be accurately predicted but could have a material adverse effect upon our operations and/or our ability to receive an adequate return on our invested capital. There is no certainty that our expenditures made towards the search and evaluation of uranium, and other minerals result in discoveries of mineral resources, mineral reserves or any other mineral occurrences, or in profitable commercial mining operations.

Mining operations generally involve a high degree of risk

Our operations are subject to all the hazards and risks normally encountered in the exploration, development and production of uranium and other minerals, including environmental pollution, accidents or spills, industrial accidents, labor disputes, changes in the regulatory environment, natural phenomena, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, delays in or cessation of production, exploration or development, monetary losses and cost increases which could make us uncompetitive, and could lead to possible legal liability. Although adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. In addition, due to the radioactive nature of the materials handled in uranium mining, applicable regulatory requirements result in additional costs that must be incurred.

Our resource estimates may not be reliable

There is no certainty that any of our mineral resources will be economically mineable. Until a deposit is actually mined and processed the quantity of mineral resources and grades must be considered as estimates only. Valid estimates made at a given time may significantly change when new information becomes available. In addition, the quantity of mineral resources may vary depending on, among other things, metal prices. Any material change in quantity of mineral resources, grade or stripping ratio may affect the economic viability of our properties or any project we undertake. In addition, there can be no assurance that mineral or other metal recoveries in small scale laboratory tests will be duplicated in a larger scale test under on-site conditions or during production.

Fluctuations in prices of uranium, and other minerals, results of drilling, metallurgical testing and production and the evaluation of studies, reports and plans subsequent to the date of any estimate may require revision of such estimate. Any material reductions in estimates of mineral resources could have a material adverse effect on our results of operations and financial condition.

We rely on a limited number of properties

Our only properties of interest are currently the Central Mineral Belt property in Labrador, and the Bootheel property in Wyoming, USA. As a result, unless we acquire additional property interests, any adverse developments affecting these properties could have a material adverse effect upon our business and would materially and adversely affect our potential mineral resource production, profitability, financial performance and results of operations.

Competition from other energy sources and public acceptance of nuclear energy may affect the demand for uranium

Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrate and uranium conversion services. Furthermore, the growth of the uranium and nuclear power industry beyond its current level will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry.

We face strong competition for the acquisition of mining properties

The mining industry is competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, uranium and other minerals. Many of these companies have greater financial resources, operational experience and technical capabilities than we do. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable, if at all. Consequently, our revenues, operations and financial condition could be materially adversely affected.

We do not have a history of mineral production or operations

There is no assurance that commercial quantities of minerals will be discovered at our current properties or any future properties, nor is there any assurance that our exploration programs thereon will yield any positive results. Even if commercial quantities of minerals are discovered, there can be no assurance that any of our properties will ever be brought to a stage where mineral resources can profitably be produced thereon. Factors which may limit our ability to produce mineral resources from our properties include, but are not limited to, the price of the mineral resources which are being explored for, availability of additional capital and financing and the nature of any mineral deposits.

We do not have an extensive operating history and there can be no assurance of our ability to operate our projects profitably in the future.

Our insurance will not cover all the potential risks associated with our operations

Our business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or other properties, delays in mining, monetary losses and possible legal liability.

Our insurance will not cover all the potential risks associated with a mining company’s operations. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not be available or may not be adequate to cover any resulting liability. Moreover, there are risks against which we cannot insure or against which we may elect not to insure. Insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to us or to other companies in the uranium mining industry. We might also become subject to liability for pollution or other hazards which we may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause substantial delays and require us to incur significant costs that could have a material adverse effect upon our financial condition, results of operations, competitive position and potentially our financial viability.

Our operations are subject to environmental regulation

All phases of our operations are subject to environmental regulation in the various jurisdictions in which we operate or may operate in the future. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect our operations. Environmental hazards may exist on the properties on which we hold interests which are unknown to us at present and which have been caused by previous or existing owners or operators of the properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Our operations are dependent on adequate infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations.

Our properties may be subject to undetected title defects

It is possible there may still be undetected title defects affecting our properties. Title insurance generally is not available, and our ability to ensure that we have obtained secure claim to individual mineral properties or mining concessions may be severely constrained. Furthermore, we have not conducted surveys of the claims in which we hold interests and, therefore, the precise area and location of such claims may be in doubt. Accordingly, our properties may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects which could have a material adverse impact on our operations. In addition, we may be unable to operate our properties as permitted or to enforce our rights with respect to our properties.

We may be subject to additional costs for land reclamation

It is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with our properties. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine. Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities. Such costs may have a material adverse impact upon our financial condition and results of operations.

The inability to obtain necessary permits would adversely affect our ability to operate our business

We may not receive the necessary permits or receive them on acceptable terms, if at all, in order to conduct further exploration and to develop our properties. The failure to obtain such permits, or delays in obtaining such permits, could adversely affect our operations.

Government approvals, approval of aboriginal people and permits are currently and may in the future be required in connection with our operations. To the extent such approvals are required and not obtained; we may be curtailed or

prohibited from continuing our mining operations or from proceeding with planned exploration or development of mineral properties.

We will require additional capital for our operations

The development and exploration of our properties will require substantial additional financing. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration, development or production on our properties or even a loss of property interest. There can be no assurance that additional capital will be available when needed or that, if available, the terms of financing such capital will be acceptable to us. In addition, any future financing may be dilutive to our existing shareholders.

Future production from our mining properties, if any, is dependent upon the prices of uranium and other minerals being adequate to make these properties economically viable

Mineral and base metals prices received, if any, could be such that our properties cannot be mined at a profit. The price of our common shares, and our financial results and exploration, development and mining activities may in the future be significantly and adversely affected by declines in the price of uranium, and other minerals. The price of uranium, and other minerals fluctuates widely and is affected by numerous factors beyond our control such as the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, the political and economic conditions and production costs of major mineral-producing countries throughout the world, and the cost of substitutes, inventory levels and carrying charges. With respect to uranium, such factors include the demand for nuclear power, political and economic conditions in uranium producing and consuming countries, uranium supply from secondary sources, uranium production levels and costs of production. Future serious price declines in the market value of uranium, and other minerals could cause development of and commercial production from our properties to be impracticable. Depending on the price of uranium, and other minerals, cash flow from mining operations may not be sufficient and we could be forced to discontinue production and may lose our interest in, or may be forced to sell, some of our properties. Future production from our mining properties, if any, is dependent upon the prices of uranium, and other minerals being adequate to make these properties economically viable.

In addition to adversely affecting our reserve estimates, if any, and our financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

Exchange rate fluctuations may effectively increase our costs of exploration and production

Exchange rate fluctuations may affect the costs that we incur in our operations. Uranium, and other minerals are generally sold in U.S. dollars and our costs are incurred principally in Canadian dollars. We also maintain a mineral exploration project in the United States that require payments to be made in U.S. dollars. The appreciation of non-U.S. dollar currencies against the U.S. dollar can increase the cost of exploration and production in U.S. dollar terms, which could materially and adversely affect our profitability, results of operations and financial condition.

Our operations are subject to extensive governmental regulation that may adversely affect our operating costs

Our mining, processing, development and mineral exploration activities are subject to various laws governing prospecting, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people, and other matters. Although our exploration and development activities are currently carried out in accordance with all applicable rules and regulations, new rules and regulations may be enacted or existing rules and regulations may be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of mining and

milling or more stringent implementation thereof could have a substantial adverse impact on our operations. Worldwide demand for uranium is directly tied to the demand for energy produced by the nuclear electric industry, which is also subject to extensive government regulations and policies.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on our operations and cause increases in exploration expenses, capital expenditures or production costs, or reduction in levels of production at producing properties, or require abandonment or delays in development of new mining properties.

The market price of our common shares may experience substantial volatility

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many mineral exploration companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. The price of our common shares is also likely to be significantly affected by short-term changes in prices of uranium, and other minerals, or in our financial condition or results of operations as reflected in our quarterly earnings reports. Other factors unrelated to our performance that may have an effect on the price of our common shares include the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow our securities; lessening in trading volume and general market interest in our securities may affect an investor’s ability to trade significant numbers of our common shares; the size of our public float may limit the ability of some institutions to invest in our securities; and a substantial decline in the price of our common shares that persists for a significant period of time could cause our securities to be delisted from such exchange, further reducing market liquidity.

We have not paid dividends in the past and do not expect to pay dividends in the foreseeable future

No dividends on our common shares have been paid to date as we have no earnings. We currently plan to retain all future earnings and other cash resources, if any, for the future operation and development of our business. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account many factors, including our operating results, financial condition, and current and anticipated cash needs.

Future sales of common shares by existing shareholders could adversely affect the trading price of our common shares

Sales of a large number of our common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair our ability to raise capital through future sales of common shares.

We are dependent upon the services of our key executives

We are dependent upon the services of key executives, including our directors and a small number of highly skilled and experienced executives and personnel. Due to our relatively small size, the unanticipated and/or unplanned loss of our Chief Executive Officer or our Chairman or our inability to attract and retain additional highly-skilled employees may adversely affect our future operations.

Our directors and officers have certain conflicts of interest

Certain of our directors and officers also serve as directors and/or officers of other companies involved in natural resource exploration and development and, consequently, there exists the possibility for such directors and officers to be in a position of conflict.

We have no positive cash flow and no recent history of earnings and we are dependent upon public and private contributions of equity to obtain capital in order to sustain our operations

None of our properties have advanced to the commercial production stage and we have no history of earnings or positive cash flow from operations. Our cumulative loss, as of the year ended April 30, 2015 determined in accordance with IFRS is approximately $107 million. We do not know if we will ever generate material revenue from mining operations or if we will ever achieve self-sustaining commercial mining operations. Historically, the only source of funds available to us has been through the sale of our equity securities. Any future additional equity financing would cause dilution to current shareholders.

Dilution through employee, director and consultant stock options and warrants could adversely affect our shareholders by decreasing shareholder value

Because our success is highly dependent upon our employees, we have granted to some or all of our key employees, directors and consultants options to purchase common shares as non-cash incentives. In addition we have also issued share purchase units and warrants to investors and brokers in connection with equity financings. To the extent that significant numbers of such options, warrants and share purchase units may be granted and exercised, the interests of our other shareholders may be diluted.

As of August 19, 2015 we had 21,000 share purchase options, and 20,000,000 share purchase warrants outstanding. If all of these securities were exercised, the number of common shares issued and outstanding would increase from 28,218,451 to 48,239,451. This represents an increase of 70.10% in the number of shares issued and outstanding and would result in some dilution to current shareholders.

The Company is subject to the SEC’s penny stock rules, and the risks associated with penny stock classification could affect the marketability of our equity securities and shareholders could find it difficult to sell their common shares

Given that the trading price of our common shares on OTC Market Group’s OTCQB Marketplace is less than US $5.00 per share, our common stock is subject to the SEC’s “penny stock” rules as defined in Rule 3a51-1 under the Securities Exchange Act of 1934 (“Exchange Act”). The SEC has adopted the penny stock rules to regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than US $5.00, other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange.

Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our equity securities in the United States and shareholders may find it more difficult to sell their shares.

U.S. investors may not be able to enforce their civil liabilities against us or our directors, controlling persons and officers

It may be difficult to bring and enforce suits against us. We are incorporated in the province of British Columbia under the Business Corporations Act (British Columbia). The majority of our directors and officers are residents of Canada, and all or substantial portions of their assets are located outside of the United States, predominately in Canada. As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them. In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States.

However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided that they are in compliance with applicable Canadian legislation regarding the limitation of actions. Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example, where:

a)	the U.S. court that rendered the judgment had no jurisdiction according to applicable Canadian law;

b)	the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;

c)	the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure; or

d)	a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court.

As a "foreign private issuer”, we are exempt from the Section 14 proxy rules and Section 16 reporting rules under the Exchange Act which may result in shareholders having less complete and timely data

The submission of proxy and annual shareholder meeting information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data than if we were subject to the SEC’s domestic issuer proxy rules under Section 14 of the Exchange Act. The exemption from Section 16 rules under the Exchange Act that require the reporting of acquisitions and disposition of our equity securities by our officers, directors and greater than 10% shareholders also may result in shareholders having less data.

The Company believes that it may be a “passive foreign investment company” for the current taxable year which would likely result in materially adverse U.S. federal income tax consequences for U.S. investors

The Company believes that it may have been classified as a passive foreign investment company (“PFIC”) for the taxable year ending April 30, 2015, and, based on current business plans and financial expectations, the Company expects that it may be classified as a PFIC for the current taxable year and in future taxable years. If the Company is a PFIC for any taxable year during which a U.S. Holder (as defined under “Item 10.E. Taxation—U.S. Federal Income Tax Considerations”) holds the Common Shares, it would likely result in adverse U.S. federal income tax consequences for such U.S. Holder. U.S. holders should carefully read “Item 10.E. Taxation – U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules” for more information and consult their own tax advisors regarding the likelihood and consequences of the Company being treated as a PFIC for U.S. federal income tax purposes, including the advisability of making a “qualified electing fund” election, which may mitigate certain possible adverse U.S. federal income tax consequences but may result in an inclusion in gross income

without receipt of such income. U.S. Holders are urged to consult their own tax advisers as to whether the Company may be treated as a PFIC and the tax consequences thereof.

Litigation

Due to the nature of our business, we may become subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business.

ITEM 4.

INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Introduction

Jet Metal Corp. (formerly Crosshair Energy Corporation) (the “Company” or “Jet Metal”) was incorporated as a specially limited company pursuant to the Company Act (British Columbia) (replaced by the Business Corporations Act (British Columbia) effective March 29, 2004) on September 2, 1966 under the name Shasta Mines & Oil Ltd. (Non-Personal Liability). We converted from a Private Company to a Public Company on February 20, 1967. On February 4, 1975 we changed our name to International Shasta Resources Ltd. (Non-Personal Liability) and consolidated our share capital on the basis of one new share for five old shares and increased our share capital from 600,000 common shares to 3,000,000 common shares. On September 14, 1977 we increased our authorized share capital from 3,000,000 common shares to 5,000,000 common shares. On April 5, 1982, we increased our authorized share capital from 5,000,000 common shares to 10,000,000 common shares by Special Resolution. On March 5, 1986 we converted from a Specially Limited Company into a Limited Company under the name of International Shasta Resources Ltd. and increased our authorized share capital from 10,000,000 common shares to 30,000,000 common shares. On May 20, 1994, we changed our name to Consolidated Shasta Resources Inc. and consolidated our share capital on the basis of one new share for ten old shares and increased our authorized share capital from 3,000,000 common shares to 20,000,000 common shares. On November 23, 1994 we changed our name to Lima Gold Corporation and on September 21, 1999 we changed our name to International Lima Resources Corp. and consolidated our share capital on the basis of one new share for three old shares and increased our authorized share capital from 6,666,667 common shares to 20,000,000 common shares. On November 5, 2003 we increased our authorized share capital from 20,000,000 common shares to 100,000,000 common shares. On March 1, 2004 we changed our name to Crosshair Exploration & Mining Corp. On June 1, 2004 we replaced our Memorandum with a Notice of Articles as required by the Business Corporations Act (British Columbia). On March 11, 2005 we changed our authorized capital to an unlimited number of common shares. On December 15, 2010, we consolidated our share capital on the basis of one new share for four old shares. On October 28, 2011 we changed our name from Crosshair Exploration & Mining Corp. to Crosshair Energy Corporation. On September 17, 2013, we consolidated our share capital on the basis of one new share for ten old shares and changed our name from Crosshair Energy Corporation to Jet Metal Corp.

Our executive office is located at:

Suite 1240 - 1140 West Pender Street

Vancouver, British Columbia, Canada V6E 4G1

Telephone: (604) 681-8030

Facsimile: (604) 681-8039

Website: www.jetmetalcorp.com

Email: jcrawford@kingandbay.com

The contact person is: Mr. Jim Crawford, Chief Executive Officer and President.

Our fiscal year ends April 30th.

Our common shares first began trading on the Vancouver Stock Exchange under the name Shasta Mines & Oil Ltd. on March 14, 1969. Our common shares began trading on the TSX Venture Exchange with the trading symbol “CXX” on March 1, 2004. On February 10, 2006, we graduated to Tier 1 on the TSX Venture Exchange. On May 7, 2007, our common shares began trading on the American Stock Exchange (now NYSE MKT) with the trading symbol “CXZ.” On May 12, 2008, our common shares began trading on the Toronto Stock Exchange with the trading symbol “CXX” and ceased trading on the TSX Venture Exchange. On June 18, 2013 the Company filed a Form 25 – Notice of Removal from Listing and/or Registration under section 12(b) of the Securities Exchange Act of 1934 with the United States Securities and Exchange Commission (“SEC”). Our common shares were voluntarily delisted from NYSE MKT on July 1, 2013 and began trading on the OTC Market Group’s OTCQB Marketplace on July 1, 2013 with the trading symbol “CRHRF”. On October 22, 2013, our trading symbol on OTCQB was changed to “JETMF” to reflect the Company’s name change to Jet Metal Corp. On January 17, 2014, our common shares were voluntarily delisted from the Toronto Stock Exchange and on January 20, 2014 began trading on the TSX Venture Exchange under the trading symbol “JET”.

On January 19, 2015, 20,000,000 warrants (“Warrants”) began trading on the TSX Venture Exchange under the symbol “JET.WT”. The Warrants were issued on September 16, 2014 to accredited investors pursuant to a non-brokered private placement of units (“Units”) for gross proceeds of $3,000,000. Each Unit comprised one common share and one Warrant, with each Warrant exercisable to acquire one common share at an exercise price of $0.25 for a period of five years following closing of the private placement.

On March 29, 2004, the Company Act (British Columbia) (the “Company Act”) was replaced by the Business Corporations Act (British Columbia) (the “BCBCA”). Accordingly, we are now subject to the BCBCA and are no longer governed by the Company Act. There are a number of differences under the BCBCA, which differences are designed to provide greater flexibility and efficiency for British Columbia companies.

Under the BCBCA, every company incorporated under the Company Act was required to complete a mandatory transition rollover under the BCBCA to substitute a Notice of Articles for its Memorandum within two years of March 29, 2004. On June 1, 2004 we replaced our Memorandum with a Notice of Articles as is required by the BCBCA. The only information contained in the Notice of Articles is the authorized share structure of the Company, the name of the Company, the address of the registered and records office of the Company, and the names and addresses of the directors of the Company.

On March 31, 2009, the Company and Target Exploration and Mining Corp. (“Target”) successfully closed a plan of arrangement whereby the Company acquired all the outstanding common shares of Target and Target has become a wholly owned subsidiary of the Company. Target shareholders received approximately 14.7 million common shares of the Company (1.2 Company shares for each Target common share outstanding) with an estimated market value of approximately $2.6 million. In addition, each outstanding Target warrant and stock option which gave the holder the right to acquire common shares of Target was exchanged for a warrant or stock option which gave the holder the right to acquire common shares of the Company on the exchange ratio of 1.2 Company shares for each Target warrant or stock option exercised, with all other terms of such warrants and options (such as term and expiry) remaining unchanged. As a result of the acquisition of Target, the Company acquired an interest in the Bootheel and Sinbad projects in Wyoming and Utah, USA respectively. During fiscal 2010, we allowed all 62 mineral claims on the Sinbad property located in Emery County, Utah, to lapse, and the State Lease with the State of Utah was not renewed.

Property Acquisitions

Since the beginning of fiscal 2015, we have acquired no additional properties.

Property Terminations

Since the beginning of fiscal 2015, we have dropped a total of 558 mineral claims from the CMB project. The Company has reviewed its exploration and evaluation assets accordingly in its financial statements to reflect the above developments.

Capital Expenditures

Our capital expenditures, excluding property, plant and equipment, for the last three fiscal years were as follows:

Fiscal Year	Expenditures
Fiscal 2013	$224,816(1)
Fiscal 2014	$--(2)
Fiscal 2015	$--(3)

(1) These funds were spent as outlined below:

Expense ($)	CMB Moran Lake	CMB Silver Spruce	Bootheel Project	Golden Promise	Juniper Ridge	Other Claims
Acquisition costs	200,000	--	1,283	20,000	3,533	--

(2) These funds were spent as outlined below:

Expense ($)	CMB Moran Lake	CMB Silver Spruce	Bootheel Project	Golden Promise	Juniper Ridge	Other Claims
Acquisition costs	--	--	--	--	--	--

(3) These funds were spent as outlined below:

Expense ($)	CMB Moran Lake	CMB Silver Spruce	Bootheel Project	Golden Promise	Juniper Ridge	Other Claims
Acquisition costs	--	--	--	--	--	--

We do not expect to incur any significant capital expenditures with respect to the Company’s existing properties for fiscal year 2016. Our capital expenditures are financed through sales of our common shares.

Exploration and evaluation expenses

The Company recorded the following exploration and evaluation expenses in relation to its mineral properties:

Fiscal Year	Expenditures
Fiscal 2013	$2,835,066 (1)
Fiscal 2014	$34,225 (2)
Fiscal 2015	$21,481(3)

(1)	These funds were spent as outlined below:

Expense ($)	CMB Moran Lake	CMB Silver Spruce	Bootheel Project	Golden Promise	Juniper Ridge	Other Claims
Drilling and trenching	$731,850	$ --	$13,433	$ --	$328,080	$ --
Geology	1,456,437	--	35,816	24,524	339,683	--
Geophysics	11,591	--	--	--	44,918	--
Geochemistry	--	--	--	--	--	--
Metallurgy	--	--	--	--	15,892	--
Administration	10,434	--	45,981	--	44,902	--
Permitting	--	--	--	--	37,395	--
Hydrology	--	--	271	--	--	--
Technical analysis	--	--	--	--	--	--
Reclamation Costs	--	--	--	22,741	--	--
Pre-acquisition costs	--	--	--	--	--	--
JCEAP refunds	(150,000)	(150,000)	--	--	--	--
Recovery	--	--	(28,882)	--	--	--

(2)	These funds were spent as outlined below:

Expense ($)	CMB Moran Lake	CMB Silver Spruce	Bootheel Project	Golden Promise	Juniper Ridge	Other Claims
Drilling and trenching	$ --	$ --	$ --	$ --	$ --	$ --
Geology	--	--	--	--	--	--
Geophysics	--	--	--	--	--	--
Geochemistry	--	--	--	--	--	--
Metallurgy	--	--	--	--	--	--
Administration	560	--	34,673	--	(392)	--
Permitting	--	--	--	--	--	376
Hydrology	--	--	--	--	--	--
Technical analysis	--	--	--	--	--	--
Reclamation Costs	--	--	10,921	--	--	--
Pre-acquisition cost	--	--	--	--	--	--
JCEAP refunds	--	--	--	--	--	--
Recovery	--	--	(11,913)	--	--	--

(3)	These funds were spent as outlined below:

Expense ($)	CMB Moran Lake	CMB Silver Spruce	Bootheel Project	Golden Promise	Juniper Ridge	Other Claims
Drilling and trenching	$ --	$ --	$ --	$ --	$ --	$ --
Geology	--	--	--	--	--	--
Geophysics	--	--	--	--	--	--
Geochemistry	--	--	--	--	--	--
Metallurgy	--	--	--	--	--	--
Administration	--	--	27,367	--	--	--
Permitting	--	--	--	--	--	--
Hydrology	--	--	--	--	--	--
Technical analysis	--	--	1,925	--	--	--
Reclamation Costs	--	--	--	--	--	--
Pre-acquisition cost	--	--	--	--	--	--
JCEAP refunds	--	--	--	--	--	--
Recovery	--	--	(7,811)	--	--	--

4.B. Business Overview

Corporate Development

We are a mineral exploration company engaged in the acquisition and exploration of mineral properties (primarily uranium, base and precious metals). We do not have any producing mineral properties at this time. Our business is presently focused on the exploration and evaluation of various mineral deposits in North America. See “Item 4.D – Property, Plants and Equipment” below for a detailed description of the Company’s properties.

We are currently focusing our exploration and evaluation activities in the Province of Newfoundland and Labrador and the State of Wyoming on the following properties:

·	CMB property located in Labrador, Canada.

·	The Bootheel Project located in Wyoming, U.S.A.

Material Effects of Government Regulations

Our current and anticipated future operations, including further exploration activities, require permits from various Canadian Federal and Provincial and U.S. Federal and State governmental authorities. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on us and cause increases in capital expenditures which could result in our ceasing operations. We have had no material costs related to compliance and/or permits in recent years, and anticipate no material costs in the next year.

Field work is prohibited on certain parts of the Bootheel Project due to the presence of sage grouse mating areas during the period March 15th to June 30th.

Seasonality

We can only carry out exploration when weather is favorable. Typically, we cannot carry out any work at a reasonable cost during the months of November and December for winter freeze-up and March and April for spring break-up on our Canadian properties.

Dependency upon Patents/Licenses/Contracts/Processes

Not applicable

Sources/Availability of Raw Materials

Not applicable

4.C.	Organization Structure

The Company is a corporation subject to the BCBCA. Jet Metal owns 100% of the issued and outstanding shares in each of the following subsidiaries:

1.	Target Exploration and Mining Corp. (“Target”), a British Columbia corporation.

a.	Target owns all of the issued and outstanding shares in Crosshair Energy USA, Inc. (formerly 448018 Exploration Inc.), a Nevada Corporation.

i.	Crosshair Energy USA, Inc. holds an 81% interest in The Bootheel Project LLC.

2.	Gemini Metals Corp., a British Columbia corporation.

4.D.	Property, Plants and Equipment

Our properties are in the exploration stage and a substantial amount of capital will have to be spent on each property before we will know if they contain commercially viable mineral deposits. Our properties are located in the Province of Newfoundland and Labrador, Canada and Wyoming, USA. Our properties are without known reserves and the work being done by us is exploratory in nature.

Our executive offices are located in shared office premises of approximately 10,630 square feet at Suite 1240, 1140 West Pender Street, Vancouver, British Columbia Canada. We have occupied these facilities since 2006. Beginning on January 1, 2010 (revised on October 1, 2010 and September 16, 2014), we entered into a management services agreement with King & Bay West Management Corp. (“King & Bay West”) under which King & Bay West provides shared office space for the Company and other companies that King & Bay West provides management services to. As part of this agreement, King & Bay West has assumed the lease for the office facilities occupied by the Company.

National Instrument 43-101 Compliance

Except as otherwise indicated, C. Stewart Wallis, P.Geo., having a business address at 1419 133A Street, Surrey, British Columbia, V4A 6A2, a Director of the Company and a Qualified Person as defined by NI 43-101, has reviewed and is responsible for the technical information contained in this Annual Report on Form 20-F. Mr. Wallis has consented to the inclusion of his name and the statements attributed to him in this Annual Report on Form 20-F. Further information about the Company’s mineral properties can be found in the following technical reports which are available on SEDAR at www.sedar.com:

·	CMB Uranium Project: The Technical Report titled “Technical Report on the Central Mineral Belt (CMB) Property, Labrador Canada” dated April 16, 2015 (filed as an exhibit to our Form 6-K on April 17, 2015).

·	Bootheel Uranium Project: The Technical Report titled “Technical Report on the Bootheel Project for Jet Metal Corp. and The Bootheel Project, LLC” dated May 20, 2015 (filed as an exhibit to our Form 6-K on June 24, 2015).

Newfoundland

Golden Promise Property and Agreements

The Company entered into the Golden Promise Option and Joint Venture Agreement dated April 8, 2009 between the Company and Paragon, pursuant to which it acquired a 60% interest in the Golden Promise Gold Project in Central Newfoundland, Canada with an option to acquire up to a 70% interest. Work completed on the property to date confirmed the exploration prospectivity of the area, however, the current poor state of the junior resource market renders financing such early stage projects virtually impossible. As a result, the decision was made to drop this ground and expend no additional funds. The property has since been returned to the vendor.

South Golden Promise Property and Agreements

The South Golden Promise Property agreement included two separate blocks of licenses, South Golden Promise and Victoria Lake, which collectively covered 1,975 hectares in 79 map-staked claims, each 500 by 500 metres in size.Under the terms of an agreement dated February 14, 2003 with Paragon, the Company earned a 60% interest in the South Golden Promise Property in consideration for issuing a total of 100,000 common shares and incurring a minimum of $1,750,000 in exploration expenditures.

As was the case with the Golden Promise project, work completed on the South Golden Promise project to date confirmed the exploration prospectivity of the area, however, the current poor state of the junior resource market renders financing such early stage projects virtually impossible. As a result, the decision was made, in conjunction with our JV partner to expend no additional funds on this project and to drop the claims that constitute the South Golden Promise Property.

Victoria Lake Property and Agreements

Paragon acquired an option to earn a 100% interest in the South Golden Promise Property pursuant to an underlying option agreement, dated January 8, 2003, with Al Keats, Calvin Keats and Kevin Keats. The vendors were entitled to a 2.5% Net Smelter Return. Paragon could repurchase a 1.5% Net Smelter Return for $1,500,000 and had a right of first refusal with respect to the remaining 1.0%. As of September 2005, Paragon completed its obligations under its option agreement with the vendors and held a 100% interest in the South Golden Promise Property subject to the 2.5% Net Smelter Return.

As was the case for the Golden Promise and South Golden Promise Properties, the current poor state of the junior resource market precludes further expenditure on the Victoria Lake Property. As a result, the decision was made to cease funding this project and the property has since been dropped, as the original vendors did not want the property returned to them.

Labrador—Central Mineral Belt

The Company has been conducting mineral exploration activities in the Central Mineral Belt of Newfoundland and Labrador since 2004. The Central Mineral Belt is a geological province comprising six Proterozoic sequences of volcanic, sedimentary and plutonic rocks ranging in age from about 2.0 to 1.3 billion years and include, from oldest to youngest, the Post Hill, Moran Lake, Aillik, Bruce River, Letitia Lake and Seal Lake Groups. The Central Mineral Belt includes portions of 4 major tectonic provinces, these being the Nain, Makkovik and Grenville provinces, and the Hopedale Block of the Archean Nain Province. The Company’s initial foray into this area was through an option agreement with local prospector Lewis Murphy. This first property was referred to as the CMB property and was a focus of the Company’s activities from 2004 until 2012. The option agreement with Mr. Murphy was terminated on October 31, 2013. In addition to this initial property, during the summer of 2008 an opportunity arose such that the Company was able to acquire an interest in an adjacent property. This acquired interest was a component of an existing joint venture (JV) agreement between Expedition Mining Inc. (“Expedition”) and Silver Spruce Resources Inc. (“Silver Spruce”). As it was part of a pre-existing JV, with a separate JV-specific budget, it was kept separate from the original CMB property and was subsequently referred to as the CMB-JV property. From 2008 until 2012, the Company actively explored on both properties and continued to budget and report each separately. As a result of Silver Spruce exercising their non-participation right during the 2012 field season, their interest in the CMB-JV property was reduced to a 2% Net Smelter Return Royalty and the Company acquired 100% ownership of the entire property. With the termination of the JV and acquisition of 100% ownership of the property, there was no longer any need to budget and report the two properties separately. From the 2012 field season onward, the two properties were amalgamated under a single budget and henceforth referred to simply as the CMB project.

CMB Property and Agreement

As previously mentioned, in July 2008, the Company acquired a 60% interest in the property from Expedition by paying CDN $500,000 and issuing 2,500,000 common shares and 1,875,000 warrants to Expedition. The claims were part of a property agreement between Expedition and Silver Spruce, under which Expedition had earned a 60% interest. The claims are host to the Two Time deposit.

Silver Spruce declined to participate in the 2012 exploration program and as a result, had its interest in the property diluted to a 2% Net Smelter Return Royalty. With the acquisition of 100% of this property and the dissolution of the JV agreement as a consequence of this dilution, there was no longer any need to budget and report the CMB and CMB-JV properties separately. From the 2012 field season onward, the two properties were amalgamated under a single budget and henceforth referred to simply as the CMB project.

Property Description and Location

The CMB Project comprises a total of 359 map-staked claims in 2 mineral licenses, covering a total area of 8,975 ha. The property is located in the Central Mineral Belt of Labrador, approximately 140 km north of the town of Happy Valley-Goose Bay and 85 km southwest of the coastal community of Postville on Kaipokok Bay. In a direct line, the property is about 75 km from tidewater to the northeast. The undeveloped Michelin uranium deposit, owned by Paladin Energy Ltd., is approximately 65 km east-northeast of the Moran Lake Property. The property area is within the Naskaupi Electoral District of Labrador.

Accessibility

Helicopter and fixed wing service out of Goose Bay are the most efficient means of access to the property. Local infrastructure is confined to the limited facilities of the community of Postville, which has commercial airline service from Goose Bay and commercial ferry service from St John’s, Newfoundland. Coastal boats are available to convey goods and passengers from Happy Valley to Postville. Most necessary goods and services, including charter aircraft, can be obtained in Goose Bay, which has excellent commercial airline connections to St John’s, Halifax and Montreal.

This portion of central Labrador has a sub-Arctic climate, with strong seasonal contrasts marked by short cool summers and long cold winters. Freeze-up typically begins in late October and lasts until early to mid-June. Snow cover is relatively heavy and usually lasts seven to eight months. Daytime temperatures during the winter typically range from -15º Celsius to -30º Celsius, while daytime summer temperatures typically range from 15º Celsius to 25º Celsius.

The topography of the area consists of rolling highlands with maximum relief approaching 300m. The hilltops can be partly barren while the slopes and valleys are covered in vegetation, mostly scrubby black spruce and some deciduous trees with a thick intervening growth of alders. Almost everywhere there is a thick ground cover of moss. The valleys are steep sided at many locations and are often host to boggy ground with small ponds or lakes.

Property Geology

The CMB Project is situated within the Central Mineral Belt of Labrador which includes portions of 4 major tectonic provinces, these being the Nain, Makkovik and Grenville provinces, and the Hopedale Block of the Archean Nain Province. The easternmost claims lie within the Makkovik Province, while the westernmost claims generally lie along the boundary between the Nain, Churchill and Grenville Province. The property is underlain by the Kanairitok Intrusive Suite has an approximate age of 2800 Ma and consists mainly of Archean gneiss, schistose metavolcanics and granitoids. The main types of lithologies observed include monzodiorite (predominant unit), diorite, amphibolite and mafic dykes, pegmatites as well as more minor granites, monzonites and granodiorites.

Exploration

Initial exploration activities executed by Silver Spruce and Expedition included an airborne magnetic and radiometric survey covering the entire property. Interpretation of the data from this survey identified a high-priority radiometric anomaly. Much of the subsequent exploration activities were focused on follow-up investigations of this anomaly and included line cutting, ground scintillometer surveying, soil, till, lake, and stream sediment sampling, ground radon (RadonEx) surveying, prospecting, trenching, geological mapping, and diamond drilling. The uranium mineralization identified from this concentrated exploration effort is referred to as the Two Time zone. This zone of mineralization is hosted within brecciated and fractured granitic to dioritic intrusive rocks of the Kanairiktok Intrusive Suite characterized by hematite, carbonate, and chlorite alteration. A number of other showings and prospects have also been discovered on the property, including the Firestone Showing, Doucette, HF, J, F, and W occurrences.

Drilling

Prior to the Company acquiring Expedition’s 60% interest in the property, Silver Spruce and Expedition completed a total of 11,196 metres of drilling in 44 holes. Highlights include 0.118% U3O8 over 28.00 metres in hole CMB-07-06, 0.101% U3O8 over 33.00 metres in hole CMB-07-14, and 0.112% U3O8 over 19.00 metres in hole CMB-07-34. The Silver Spruce/Expedition work on the Two Time zone culminated in a NI 43-101 compliant resource estimate of 2.33 million pounds of U3O8 (1.82 million tonnes grading 0.058% U3O8) in the indicated category and 3.73 million pounds of U3O8 (3.16 million tonnes grading 0.053% U3O8) in the inferred category using a cut-off grade of 0.03% U3O8. The Two Time zone remains open to depth and along strike to the south.

Subsequent to the Company acquiring its 60% interest in the property, it spent the 2009 and 2010 field seasons carrying out geological mapping, prospecting and sampling programs to evaluate priority targets generated from the earlier airborne surveys. Several new uranium showings were discovered, with follow-up activity executed in the 2011 and 2012 field seasons.

Drilling on the Two Time zone in 2011 and 2012 successfully intersected mineralization in several holes, including drill hole CMB-12-49, indicating the mineralization is continuous to the south along strike and along dip. This hole represents a minimum 50m step out to the south from previous holes into the deposit. Four shallow holes drilled north of the Two Time zone to evaluate radon anomalies did not intersect uranium mineralization. Drilling on the Blue Star prospect tested coincident airborne geophysical and rock geochemical anomalies; four out of the ten holes drilled intersected uranium mineralization. The best hole was 3 metres of 0.05% U3O8. Five holes, totalling 740 metres, tested the northeast extension of the Firestone showing failed to intersect mineralization.

A revised Technical Report dated April 16, 2015, is available on Sedar (www.sedar.com). The report confirmed the existing Two Time resource at a cut-off grade of 0.03% U3O8 as an Indicated Mineral Resource of 1.82 million tonnes grading 0.058% U3O8 containing 2.33 million pounds U3O8. In addition, Inferred Mineral Resources are estimated to total 3.16 million tonnes grading 0.053% U3O8 containing 3.73 million pounds U3O8.

Wyoming – Bootheel Project

The Bootheel property is currently controlled by the Bootheel Project LLC and consists of 81 Federal Mining claims and one State lease. The Company currently has an 81% interest in The Bootheel Project LLC, subject to certain royalties. Under the terms of an agreement dated June 7, 2007, as amended December 21, 2007 and February 28, 2008, between UR-Energy USA Inc. (“URE”), several of its subsidiaries, Target Exploration and Mining Corp. (“Target”), a wholly owned subsidiary of the Company, and Crosshair Energy USA, Inc. (“Crosshair USA”), a wholly owned subsidiary of Target, the Company was able to earn an initial 75% interest in the Bootheel Project LLC, by completing expenditures totalling US$3 million and issuing 12,500 common shares on or before June 7, 2011. All the common shares have been issued and as of July 31, 2009, the Company exceeded US$3 million in expenditures on the property, thereby earning its initial 75% interest. As URE declined to participate in the fiscal 2012 exploration program, its participating interest was diluted from 25% to approximately 19%, and the Company’s participating interest increased from 75% to approximately 81%.

Property Location

The Bootheel property is located in Albany County on the southeast edge of the Shirley Basin approximately 60 miles southeast of Casper, Wyoming and 25 miles southeast of Medicine Bow.

The Bootheel property currently comprises 81 Federal lode mining claims and one 640 acre Wyoming State Mineral Lease, No. 0-040774 totalling approximately 2,013 acres. The lode mining claims control the subsurface mineral rights and are administered by the U.S. Bureau of Land Management (BLM).

Accessibility

The Shirley Basin property is readily accessible year-round by an extensive system of county gravel and unimproved ranch roads extending east from U.S. Highways 30 and 287 and Wyoming Road 487. The all season maintained gravel County Road Number 61 (Fetterman Road) crosses the Bootheel property.

History

Uranium was discovered in the Shirley Basin in 1955 by Teton Exploration Drilling Co., who found ore-grade material by drilling west of the Little Medicine Bow River in the western part of the Shirley Basin, 30 mi south of Casper. In the summer of 1957, several thousand claims were staked over 150 square mi. By the end of 1959, over 1,000,000 ft of drilling had been completed through the mineralized Wind River Formation, and into underlying pre-Tertiary rocks. In 1959, Utah Mining Corp. later Utah Construction and Mining Co. (Utah) sank a shaft on their property and the first uranium was produced in March 1960, with ore shipped to the Lucky Mc mill in the Gas Hills area west of Casper. Late in 1964, the company stopped underground mining and commenced an in-situ leach operation using sulphuric acid and ion exchange for recovery. Production amounted to approximately 200,000 pounds of U3O8 per year through 1970. In 1970, the ISR operation was replaced by a conventional mine and mill.

In July 1960, Petrotomics Co. commenced an open-pit operation in the same area and in 1962 a solvent extraction facility was built on the property. A second pit commenced operation in 1966. By late 1969, there were three operating mines in the Shirley Basin, those of Petrotomics and Utah, as well as Kerr McGee Corp. (“Kerr-McGee”).

Total production from the Basin amounted to about 34 million lbs of uranium. The last mine closed in 1992 and most of the pits have been reclaimed. Cogema Mining Inc. retains one pit, which is used for the disposal of low-level radioactive waste from the ISR operations in the Powder River Basin.

The Bootheel property specifically, was originally staked in 1958 by Kerr McGee Corp. In the subsequent decades the property has been explored by a number of different companies including Kerr McGee, Rocky Mountain Energy Corporation, Cherokee Exploration Inc., Uranium Resources and Development Company (“URADCO”), Nuclear Assurance Corporation, Cameco Corporation and Power Resources Inc. Total drilling on the property is estimated to be over 600,000 feet. The known uranium zones on the property remain open for expansion.

Property Geology

The Bootheel Project is located at the south-eastern margin of the Shirley Basin, along the western flank of the Laramie Mountains. Tertiary sediments occupy the entire surface area of the property and unconformably overlie a gently dipping, relatively undisturbed sequence of Paleozoic and Mesozoic sediments. A moderate degree of block faulting and some gentle folding are the main structural features and mostly affect pre-Tertiary rocks.

Uranium mineralization occurs within seven different sandstone beds within the gently dipping Jurassic and Cretaceous stratigraphy and within the overlying Tertiary Wind River Formation. Five horizons host significant mineralization and have the potential to host economic resources: 1) Jurassic Sundance Formation containing the Canyon Springs B and D Beds, 2) Cretaceous Dakota Sandstone, 3) Cretaceous Rusty Beds Sandstone, 4) Cretaceous Muddy Sandstone and 5) Tertiary Wind River Formation. Three other Cretaceous horizons (Lakota Sandstone, Fuson Shale and Wall Sandstone) contain scattered weak mineralization, but are not considered exploration targets at this time.

Two major zones of mineralization are recognized within the Sundance Formation. The main zone in Sections 36 and 1 stretches for over 7,000 ft in length and reaches widths of up to 400 ft and is described as a series of tabular zones. In Sections 6 and 7 the mineralization shows the characteristic roll front shape with the main northeast –trending nose extending approximately 1,900 ft in length. These zones vary from 2 to 60 ft in thickness, averaging from 0.017% to 0.216% eU3O8 occurring at depths of 158 to 585 ft. Length of the individual bodies ranges from 300 to 1,300 ft.

Three Cretaceous sandstone units host uranium mineralization. The Dakota Sandstone ranges from 4 to 47 ft thick and contains abundant pyrite and carbonaceous material. Uranium mineralization ranging from 2 to 14 ft thick, grades from 0.026% to 0.23% eU3O8 and occurs from 163 to 325 ft below the surface. The main zone is about 300 ft wide and 1,000 ft long. The Rusty Beds range from 5 to 87 ft thick, and contain abundant pyrite and carbonaceous debris. Mineralization is 2 to 18 ft thick, grades from 0.020% to 0.11% eU3O8 and occurs from 232 to 297 ft below the surface. Mineralization occurs in three small zones, 300 to 400 ft in size. The Muddy Sandstone is 18 to 45 ft thick and is the least well mineralized of the Cretaceous units, with only one zone, about 200 ft by 400 ft in dimension, drilled to date. This zone ranges from 2 to 6 ft thick, grades from 0.145% to 0.157% eU3O8 and is relatively shallow at 138 to 149 ft below the surface.

Tertiary Wind River Formation mineralization is typically thin, high grade, meandering and somewhat laterally discontinuous. The Wind River ranges from 25 to 270 ft thick, averaging 150 ft. The mineralized zones are typically 2 to 24 ft thick, averaging 5 ft, from 0.016% to 0.520% eU3O8 and occur from 50 to 215 ft below the surface. The two main zones are up to 700 ft in width and 1,670 ft in length.

Exploration and Development

The Bootheel Project LLC acquired a database from Power Resources Inc. that includes reports, gamma logs, drill logs and other data which primarily cover the Federal mining claim but also include some historic data from the surrounding fee land. In early 2009, the Bootheel Project LLC acquired additional data from Cameco which included historical geological and gamma logs covering 660 drill holes totalling approximately 290,000 feet. These data were compiled by the Company’s geological team and were combined with the results from over 50,000 feet of drilling completed by Target at Bootheel during calendar year 2008. This compilation formed the basis for the Company’s 2011 drilling program which saw the completion of 76 bore holes, totaling 35,760 feet (10,900 metres).

A synthesis of all of these data enabled the Company to generate an Indicated Mineral Resource estimate of 1.12 million pounds of U3O8 (1.570M tons @0.036%) and an Inferred Mineral Resource of 1.05 million pounds of U3O8 (1.315M tons @ 0.040%) for the 81 Federal lode claims and single Wyoming State lease that currently comprise the Bootheel Property. Further details are found in the Technical Report dated May 20, 2015, available on Sedar (www.sedar.com).

While the above stated mineral resource estimates are encouraging, the continuing downward pressure on the uranium price, in addition to the overall poor state of the junior resource market, has led the Bootheel Project LLC to put the project on care and maintenance, enabling it to keep its expenditures to a minimum, while maintaining the integrity of its data and land package. A reversal in the deflated state of the uranium price, as well as the junior resource market in general, may afford the Bootheel Project LLC the opportunity to further assess and evaluate its options for the future.

Wyoming – Juniper Ridge Property

On October 29, 2010, the Company signed a definitive agreement with Strathmore Resources Ltd. (“Strathmore”), a wholly owned subsidiary of Strathmore Minerals Corp. to acquire the Juniper Ridge uranium property in return for stage cash payments and share issuances totalling US$4,450,000 and 2,750,000, respectively.

Since the signing of the agreement to acquire the Juniper Ridge Property, macroeconomic and world events have exerted significant downward pressure on the global uranium market. While the structure of the definitive agreement was appropriate at the time, it was unworkable under current market conditions. The Company and Strathmore engaged in extensive negotiations to attempt to restructure the agreement but a suitable resolution could not be achieved. As a result, management decided to terminate the agreement. Notice of this termination was sent to Strathmore on Friday, November 30, 2012. The Company has since completed the transfer of title to the Juniper Ridge Property back to Strathmore.

ITEM 4E.

UNRESOLVED STAFF COMMENTS

Not applicable

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the fiscal years ended April 30, 2015, 2014, and 2013 should be read in conjunction with our audited consolidated financial statements for the referenced periods and the notes thereto. Our consolidated financial statements for the year ended April 30, 2015 have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The functional currency of the Company and its subsidiaries is the Canadian Dollar and therefore our consolidated financial statements are reported in Canadian dollars.

Overview

The Company is a mineral exploration company engaged in acquiring, exploring and developing mineral properties and its focus is primarily uranium, base and precious metals. The Company does not have any producing mineral properties at this time. The Company’s business is presently focused on the exploration and evaluation of various mineral deposits in North America. The Company’s shares trade on TSX Venture Exchange and the OTCQB.

The Company is currently focusing on exploration and evaluation activities in the province of Newfoundland and Labrador, Canada and the State of Wyoming USA on the following properties:

·	CMB property located in Labrador, Canada

·	The Bootheel Project located in Wyoming, U.S.A.

For fiscal year ended April 30, 2015, the Company reported a net loss of $357,729 or $0.02 per common share, compared with a net loss of $3,967,283 or $0.60 per common share for the prior fiscal year. While figures have been prepared using IFRS applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due, certain conditions and events cast significant doubt on the validity of this assumption. As of April 30, 2015 the Company had working capital of $2,099,399 an accumulated deficit of $107,350,922. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional funding from loans or equity financings or through other arrangements. To raise funds for operations, the Company is pursuing merger and acquisition opportunities, in conjunction with private or institutional financing. However, there can be no assurance that these activities will be successful.

Accounting Standards

The Company’s significant accounting policies are detailed in Note 3 to the accompanying annual audited consolidated financial statements for the year ended April 30, 2015.

The following accounting pronouncements have been made, but are not yet effective for the Company as at April 30, 2015. The Company is currently evaluating the impact of these amended standards on its consolidated financial statements.

In November 2009 and October 2010, the IASB issued IFRS 9, Financial Instruments (“IFRS 9”), which represents the completion of the first part of a three-part project to replace IAS 39, Financial Instruments: Recognition and Measurement, with a new standard. Per the new standard, an entity choosing to measure a liability at fair value will present the portion of the change in its fair value due to changes in the entity’s own credit risk in the other comprehensive income or loss section of the entity’s statement of comprehensive loss, rather than within profit or loss. Additionally, IFRS 9 includes revised guidance related to the derecognition of financial instruments. IFRS 9

applies to financial statements for annual periods beginning on or after January 1, 2018, with early adoption permitted.

5.A. Operating Results

Results of Operations for the fiscal year ended April 30, 2015 compared to the fiscal year ended April 30, 2014

For the year ended April 30, 2015, the Company reported a net loss of $357,729 or $0.02 per common share, compared to a net loss of $3,967,283 or $0.60 per common share for the previous year. The decrease in net loss of $3,609,554 is discussed in detail below.

During the year ended April 30, 2015, the Company issued a total of 21,640,416 common shares of which 20,000,000 common shares were issued in connection with a private placement for gross proceeds of $3,000,000 and 1,640,416 were issued to settle related party debt.

Expenses

Total operating items for the year ended April 30, 2015 totaled $540,021, representing a decrease of $3,356,907 compared to the prior year primarily as a result of an impairment of exploration and evaluation assets recorded during the year ended April 30, 2014. In addition, the Company experienced decreased overall activity during the year ended April 30, 2015.

The Company recorded audit and accounting fees of $7,024 for the year ended April 30, 2015 as a result of reversing professional fees amounting to $26,117 as previous invoices received by the Company were revised. This recovery of professional fees was offset by accruals for annual audit and tax preparation services. During the year ended April 30, 2014, the Company recorded audit and accounting fees of $22,775 relating to accruals for annual audit and tax preparation services.

Consulting expense of $3,415 (2014 - $Nil), management fees of $Nil (2014 - $142,533) and wages and salaries of $213,310 (2014 - $252,999) total $216,725 for the year ended April 30, 2015 (2014 - $395,532) which represents a total decrease of $178,807 compared to the prior year as a result of decreased Company activities and personnel providing services to the Company. During the year ended April 30, 2014, a consulting agreement between the Company and the former Chief Executive Officer and a consulting agreement between the Company and the former Executive Chairman were both terminated which also contributed to decreased personnel costs.

During the year ended April 30, 2015, the Company incurred exploration and evaluation expenses in the amount of $21,481 (2014 - $34,225), including $21,481 (2014 - $33,681) on the Bootheel Uranium Project, $Nil (2014 - $560) on the CMB Project and $Nil (2014 – recovery of $16) on other projects. The decrease in exploration and evaluation expense of $12,744 compared to the prior year is due to the Company pursuing fewer projects as well as the Bootheel Uranium Project land package being reduced.

During the year ended April 30, 2014, the Company relinquished a number of mineral claims that had formed a portion of the Central Mineral Belt Project and recorded an impairment of exploration and evaluation assets in the amount of $3,160,618. No such impairment losses were recorded during the year ended April 30, 2015.

The Company earned finance income during the year ended April 30, 2015 in the amount of $17,599 (2014 - $314). The increase in finance income of $17,285 for the year ended April 30, 2015 is due the Company completing financing for gross proceeds of $3,000,000 on September 16, 2014 and investing excess cash on hand in short-term investments.

During the year ended April 30, 2015, the Company recorded a foreign exchange loss in the amount of $4,059 (2014 – gain of $1,097) in relation to transactions and balances denominated in US dollars and the effects of fluctuations in the US dollar relative to the Canadian dollar.

Insurance expense decreased from $33,036 for the year ended April 30, 2014 to $29,400 for the year ended April 30, 2015 as a result of the Company adjusting its insurance policy to reflect corporate changes such as property abandonments and the Company’s stock exchange listings.

Investor relations for the year ended April 30, 2015 increased to $15,058 from $11,122 incurred in the prior year. The increase in investor relations of $3,936 for the year ended April 30, 2015 was a result of business development initiatives undertaken during the year subsequent to completing equity financing. Investor relations expenses also include the cost of news releases, website maintenance and hosting, and printing.

During the year ended April 30, 2015, the Company incurred legal expenses of $11,814 compared to legal expenses of $8,989 during the prior year, an increase of $2,825. During the year ended April 30, 2015, the Company incurred legal costs in relation to US securities matters and procedures to list the Company’s warrants for trading. During the year ended April 30, 2014, the Company incurred legal costs in relation to the Company’s transition from the NYSE MKT to the OTC Markets Group’s OTCQB Marketplace.

Office and administration expenses for the year ended April 30, 2015 in the amount of $65,899 (2014 - $87,331), decreased by $21,432 compared to the prior year as a direct result of decreased overall Company activities.

Rent expense for the year ended April 30, 2015 amounted to $56,104 compared to $40,632 for the prior year. The increase in rent expense in the amount of $15,472 for the year ended April 30, 2015 is attributable to changes in the usage of shared office facilities.

During the year ended April 30, 2015, the Company recorded share-based compensation of $Nil as all outstanding stock options fully vested during the year ended April 30, 2014 and no stock options were issued during the current year.

During the year ended April 30, 2014, the Company recorded a recovery of share-based compensation of $45,250 as a result of forfeitures of unvested stock options during the year. The recovery of share-based compensation expense had no effect on the Company’s cash flows.

Transfer agent and filing fees decreased to $110,088 for the year ended April 30, 2015 compared to $124,896 for the prior year, a decrease of $14,808. During the year ended April 30, 2014, the Company incurred increased costs as it transitioned from the NYSE MKT to the OTC Markets Group’s OTCQB Marketplace, changed its name and consolidated its common shares on a 10 for 1 basis.

Other Income (Expenses)

Other income for the year ended April 30, 2015 amounted to $182,292, compared to other expenses for the year ended April 30, 2014 of $70,355, as further detailed below.

The Company sold property and equipment with a net book value of $Nil for proceeds of $600, resulting in a gain on disposal of $600 for the year ended April 30, 2015.

During the year ended April 30, 2015, the Company realized a gain on forgiveness and settlement of debt in the amount of $184,141 as a result of a debt settlement agreement between King & Bay West Management Corp. (“King & Bay West”), MJM Consulting Corp. and the Company.

During the year ended April 30, 2015, the Company recorded an unrealized loss on marketable securities in the amount of $2,449 (2014 - $28,503) in relation to fair market value adjustments at year end.

During the year ended April 30, 2014, the Company recorded an impairment loss in the amount of $41,852 due to collectability concerns in relation to reclamation bonds for properties that have been abandoned.

Exploration and Evaluation Assets

During the year ended April 30, 2015, the Company did not incur any acquisition costs in relation to exploration and evaluation assets.

During the year ended April 30, 2014, the Company did not incur any acquisition costs in relation to exploration and evaluation assets. The Company recorded an impairment loss in the amount of $3,160,618 in relation to the CMB Project, as discussed above.

Working Capital

As at April 30, 2015, the Company had working capital of $2,099,399 compared to a working capital deficit of $716,619 as at April 30, 2014. The increase in working capital of $2,816,018 is primarily explained by the Company completing financing for net proceeds of $2,965,894 and entering a debt settlement agreement with two related parties during the year ended April 30, 2015.

Results of Operations for the fiscal year ended April 30, 2014 compared to the fiscal year ended April 30, 2013

For the year ended April 30, 2014, the Company reported a net loss of $3,967,283 or $0.60 per common share, compared to a net loss of $11,674,061 or $1.77 per common share for the year ended April 30, 2013.

The Company did not issue any common shares during fiscal 2014 and as such, the weighted average number of common shares is the same as the total number of common shares outstanding as of April 30, 2014. During the year ended April 30, 2014, the Company cancelled 183 common shares due to fractional rounding in connection with a share consolidation on the basis of one post-consolidated share for every ten pre-consolidated common share.

Expenses

Total operating items for the year ended April 30, 2014 were $3,896,928, representing a decrease of $7,993,424 compared to the prior year as a direct result of decreased overall Company activity during fiscal 2014. All administrative expenses for the year ended April 30, 2014 decreased compared to the prior year with the exception of transfer agent and filing fees and are discussed below.

Audit and accounting fees of $22,775 (2013 - $124,087) decreased for the year ended April 30, 2014 compared to the prior year due to the Company incurring additional fees in the prior period in relation to Sarbanes-Oxley (“SOX”) compliance and additional tax filings.

Consulting expense of $Nil (2013 - $308,570), management fees of $142,533 (2013 - $411,368) and wages and salaries of $252,999 (2013 - $705,024) total $395,532 for fiscal 2014 (2013 - $1,424,962) which represents a total decrease of $1,029,430 compared to the prior year as a result of decreased Company activities and personnel providing services to the Company. During the year ended April 30, 2014, a consulting agreement between the Company and the former Chief Executive Officer and a consulting agreement between the Company and the former Executive Chairman were both terminated.

Director fees of $Nil (2013 - $39,467) decreased by $39,467 compared to the prior year as a result of the Company cancelling its director compensation program in light of financial conditions faced by the Company during the prior year.

During the year ended April 30, 2014, the Company spent a total of $34,225 (2013 - $2,835,066) on exploration and evaluation expenditures, including $560 (2013 - $1,910,312) on exploration of the CMB Project, $33,681 (2013 - $66,619) on the Bootheel Project, $Nil (2013 - $47,265) on the Golden Promise Project, recovered $392 (2013 - $810,870 expense) on the Juniper Ridge Project and $376 on other projects (2013 - $Nil). Exploration and evaluation expenses for the year ended April 30, 2014 primarily related to minimal administrative costs and recoveries to maintain claims and insurance policies on the Bootheel Project. In addition, the Company incurred reclamation costs to reclaim the land on which the Bootheel Project sits. The fiscal 2014 decrease in exploration and evaluation expense of $2,800,841 in exploration and evaluation expenditures compared to the prior year is due to the Company no longer pursuing the CMB, Golden Promise and Juniper Ridge projects as well as decreased activities on the Bootheel Project.

During the year ended April 30, 2014, the Company recorded finance income of $314 compared to $22,158 in the prior year which relates to interest earned on excess cash on hand. The decrease in finance income is attributable to the Company’s decreased cash and cash equivalents balance.

During the year ended April 30, 2014, the Company recorded an impairment of exploration and evaluation assets in the amount of $3,160,618 which relates to the CMB Project. During the year ended April 30, 2013, the Company recorded an impairment of exploration and evaluation assets in the amount of $6,043,241 relating to the Bootheel, Golden Promise and Juniper Ridge projects.

Insurance expense decreased from $51,415 for the year ended April 30, 2013 to $33,036 for the year ended April 30, 2014 as a result of the Company adjusting its insurance policy to reflect corporate changes such as property abandonments and the Company’s stock exchange listings as previously discussed.

Interest expense incurred during the year ended April 30, 2014 in the amount of $1,427 (2013 - $10,402) relates to non-cash accretion of the Company’s future reclamation provisions. The decrease in interest expense of $8,975 is a result of the balance of future reclamation provisions decreasing during the year ended April 30, 2014.

Investor relations expense of $11,122 (2013 - $180,786), legal costs of $8,989 (2013 - $35,950), office and administrative expenses of $87,331 (2013 - $167,188), project development costs of $Nil (2013 - $66,471), rent of $40,632 (2013 - $123,066) and travel expenses of $252 (2013 - $48,547) all decreased compared to the prior year as a direct result of decreased overall Company activities, including fewer marketing initiatives, no new project development and closure of the Company’s office in Colorado during fiscal 2014.

During the year ended April 30, 2014, the Company recorded a recovery of $45,250 related to share-based compensation as a result of forfeitures of unvested stock options during the year. During the year ended April 30, 2013, the Company recorded share-based compensation of $626,364 according to vesting schedules of certain grants issued in 2011 and 2012. This expense (recovery) had no effect on the Company’s cash flows.

Transfer agent and filing fees increased to $124,896 for the year ended April 30, 2014 compared to $109,625 for the prior year as a result of the Company voluntarily delisting its common shares from the NYSE MKT, transitioning from the TSX to the TSX Venture Exchange, changing its name and consolidating its common shares on a 10 for 1 basis during fiscal 2014.

Other Income (Expenses)

Other expenses amounted to $70,355 for the year ended April 30, 2014 compared to other income of $216,291 for the year ended April 30, 2013.

The Company recorded an impairment loss in the amount of $41,852 due to collectability concerns in relation to reclamation bonds for properties that have been abandoned. No such impairment loss was recorded during the prior year.

During the year ended April 30, 2014 the Company recorded an unrealized loss on marketable securities of $28,503 (2013 - $173,005) in relation to fair value adjustments for marketable securities the Company holds.

During the year ended April 30, 2013, the Company recorded a flow through premium in the amount of $428,712 in relation to flow through shares issued in prior years and attributable to the qualified exploration expenditures incurred. The Company also recorded a loss on asset disposition of $39,416 during the year ended April 30, 2013. No such transactions occurred during the year ended April 30, 2014.

Exploration and Evaluation Assets

During the year ended April 30, 2013, the Company acquired exploration and evaluation assets of $224,816 representing the acquisition costs related to the various mineral claims held by the Company.

Working Capital

As at April 30, 2014, the Company had a working capital deficit of $716,619 compared to a working capital of $94,253 as at April 30, 2013. The decrease in working capital of $810,872 was mainly due to increased amounts due to related parties and decreased cash and cash equivalents, fair value of marketable securities, amounts receivable and prepaid expenses.

Results of Operations for the fiscal year ended April 30, 2013 compared to the fiscal year ended April 30, 2012

For the year ended April 30, 2013, the Company reported a net loss of $11,674,061 or $0.18 per common share, compared to a net loss of $11,977,829 or $0.24 per common share for the year ended April 30, 2012.

Expenses

Total expenses for the current year were $5,869,734 or $5,882,200 lower than for fiscal 2012 as a direct result of decreases in exploration and evaluation expense, consulting fees, office and administration expenses, investor relation expenses, director fees, legal expenses, management fees, share-based compensation, travel expenses and transfer agent and filing fees. The decrease in these expenses was partially offset by increases in audit and accounting expenses, project development costs, rent, and wages and salaries.

Audit and accounting expenses increased to $124,087 in fiscal 2013 compared to $93,554 in fiscal 2012 due to additional costs attributable to maintaining the Company’s Sarbanes-Oxley (“SOX”) compliance.

Consulting expense of $308,570 (2012 - $612,972), management fees of $411,368 (2012 - $498,890) and salaries and wages of $705,024 (2012 - $556,467) total $1,424,962 for fiscal 2013 (2012 - $1,668,329) which represents a total decrease of $243,367 from the previous year as a result of decreased Company activities and personnel providing services to the Company.

Exploration and evaluation expenses decreased to $2,835,066 in fiscal 2013 compared to $6,630,464 in fiscal 2012 as a direct result of decreased exploration and evaluation activities on all of the Company’s properties. Exploration and evaluation expenses for fiscal 2013 relate primarily to the CMB Uranium/Vanadium Project and the Juniper Ridge Property.

During fiscal 2013, the Company also recorded an impairment of its exploration and evaluation assets of $6,043,241 related to the Bootheel, Golden Promise and Juniper Ridge projects.

Investor relations expense of $180,786 (2012 - $382,206), legal costs of $35,950 (2012 - $58,692), office and administrative expenses of $167,188 (2012 - $293,315), transfer agent and filing fees of $109,625 (2012 - $178,735) and travel expenses of $48,547 (2012 - $125,089) all decreased compared to fiscal 2012 as a direct result of decreased Company activities and fewer marketing initiatives during fiscal 2013.

Project development costs increased to $66,471 in fiscal 2013 (2012 - $Nil) which relate to due diligence performed by the Company for its Letter of Intent with Wealth Minerals Ltd. for prospective uranium properties in Argentina. The Letter of Intent with Wealth Minerals Ltd. was terminated in July 2013.

Share-based compensation expense decreased to $626,364 (2012 - $1,974,611) due to a decrease in recognition of share-based compensation expense according to vesting schedules of certain grants issued in 2011 and 2012. This expense had no effect on the Company’s cash flows.

Other Income (Expenses)

During the year ended April 30, 2013, the Company recorded an unrealized loss on marketable securities of $173,005 compared to a loss of $701,327 for the year ended April 30, 2012. The Company also recorded a loss on the disposition of equipment of $39,416 compared to a gain of $1,898 on the disposition of equipment in fiscal 2012. These other expenses were partially offset by the flow through premium in relation to the flow through shares issued in fiscal 2012 and attributable to the qualified exploration expenditures incurred in fiscal 2013. Finance income decreased in fiscal 2013 by $45,971 which relates to interest earned on excess cash on hand.

Exploration and Evaluation Assets

During the year ended April 30, 2013, the Company acquired exploration and evaluation assets of $224,816 compared to acquisitions of $1,411,455 during the year ended April 30, 2012. During the year ended April 30, 2012, the Company was actively exploring various projects whereas the Company began to reduce its exploration operations during the year ended April 30, 2013 to conserve resources.

Working Capital

As of April 30, 2013, the Company had a working capital surplus of $94,253 compared with $5,466,961 as at April 30, 2012. The decrease of $5,372,708 was mainly due to cash used in operating activities of $4,834,152 and cash used in financing activities of $46,481.

5.B. Liquidity and Capital Resources

Liquidity – April 30, 2015, April 30, 2014 and April 30, 2013

As of April 30, 2015, the Company had cash and cash equivalents of $2,350,202 (April 30, 2014 - $78,541; April 30, 2013 - $596,450) and working capital of $2,099,399 (April 30, 2014 – working capital deficit of $716,619; April 30, 2013 – working capital of $94,253). Both the Company’s cash and cash equivalents balance and working capital increased during fiscal 2015 compared to the two previous years as a result of the Company raising $2,965,894 net proceeds from the sale of its common shares and debt restructuring.

For the year ended April 30, 2015, cash used in operating activities amounted to $405,290 (2014 - $502,716; 2013 - $4,834,152). Cash used in operating activities was consistent for fiscal 2015 and fiscal 2014 as the Company continued to maintain decreased corporate and exploration activities compared to fiscal 2013.

Cash used in investing activities for the year ended April 30, 2015 amounted to $149,690 (2014 - $15,193; 2013 - $30,785 provided by investing activities). Investing activities for the year ended April 30, 2015 consisted of acquisitions of property and equipment and investment in Voleo, Inc. net of cash provided by the proceeds from the sale of marketable securities held and the sale of property and equipment. Investing activities for the year ended April 30, 2014 consisted of reclamation costs on the Bootheel Property, net of proceeds from the sale of marketable securities. Investing activities for the year ended April 30, 2013 consisted of reclamation bonds returned to the Company, proceeds from the sale of equipment, net of exploration and evaluation asset acquisitions and equipment acquisitions.

During the year ended April 30, 2015, the Company raised $2,965,894 net proceeds from the sale of its common shares, partially repaid a related party term loan in the amount of $39,253 and provided a security deposit in the amount of $100,000 for net cash from financing activities of $2,826,641. The Company did not incur any cash flows from financial activities during the year ended April 30, 2014. Financing activities for the year ended April 30, 2013 consisted of share issue costs of $46,481 paid in relation to the previous year’s financing.

Capital Resources

At present the Company has no producing properties and consequently has no current operating income or cash flows. Without additional financing the Company will not be able to fund both its exploration programs and ongoing operations for the next 12 months. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such

financings or obtain them on favorable terms. To date, the Company’s operations, exploration and development activities have been almost entirely financed from equity financings. The Company will continue to identify financing opportunities in order to provide additional financial flexibility and to continue the development of its property portfolio, meet land claim expenditure requirements and other commitments. While the Company has been successful raising the necessary funds in the past, there can be no assurance it can do so in the future. The Company currently does not have any material commitments for capital expenditures.

The Company currently is not subject to externally imposed capital requirements.

Financial Instruments

The Company’s financial assets and liabilities are recorded and measured as follows:

Asset or Liability	Category	Measurement
Cash and cash equivalents	Fair value through profit or loss	Fair value
Marketable securities	Fair value through profit or loss	Fair value
Available-for-sale investment	Available-for-sale	Amortized cost
Receivables	Loans and receivables	Amortized cost
Reclamation bonds	Held to maturity	Amortized cost
Payables and accrued liabilities	Other liabilities	Amortized cost
Due to related parties	Other liabilities	Amortized cost

The fair value of the Company’s receivables, payables and accrued liabilities, and amounts due to related parties approximate carrying value, due to their short-term nature. The Company’s cash and cash equivalents and marketable securities are measured at fair value under the fair value hierarchy based on level one quoted prices in active markets for identical assets or liabilities. The Company’s available-for-sale investment is measured at amortized cost on the basis that the common shares do not have a quoted market price in an active market and the fair value cannot be reliably measured. The Company’s other financial instruments, being reclamation bonds, are measured at amortized cost.

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and price risk.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company is subject to credit risk on its cash and cash equivalents, and receivables. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. The Company has no investments in asset-backed commercial paper. The Company’s receivables consist mainly of Goods and Services Tax receivable due from the Government of Canada. The Company does not believe it is exposed to significant credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

The Company manages liquidity risk through its capital management as outlined in the notes to the accompanying

consolidated financial statements. As a result of financing and debt restructuring completed during the year ended April 30, 2015, management believes the Company has sufficient funds to support ongoing operating expenditures and meet its liabilities as they fall due.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity and equity prices, and foreign exchange rates.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The risk that the Company will realize a loss as a result of a decline in the fair value of any short-term investments included in cash and cash equivalents is minimal because these investments generally have a fixed yield rate.

(b) Price risk

The Company is exposed to price risk with respect to commodity prices, particularly uranium, and equity prices, since the Company possesses investments in publicly traded securities. The Company closely monitors those prices to determine the appropriate course of action to be taken by the Company. However, there can be no assurance that the Company can exit these positions if required, resulting in proceeds approximating the carrying value of these securities.

The Company’s expenditures are predominantly in Canadian dollars, and any future equity raised is expected to be predominantly in Canadian dollars. As at April 30, 2015, the Company has accounts payable denominated in US dollars of US$57,081, cash of US$8,249 and reclamation bonds of US$25,800. A 10% change in the Canadian dollar versus the US dollar would give rise to a gain/loss of approximately $2,791.

Material Commitments

As of the most recent fiscal year end, the Company does not have any material outstanding commitments.

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

We are a mineral exploration company and do not engage in conventional research and development. We have not incurred research and development expenses or adopted research on development policies within the last three fiscal years.

5.D. Trend Information

We are a mineral exploration company. Consequently, we have no production, sales, or inventory in the conventional sense. Our financial success will be dependent upon the extent to which we can discover mineralization and the economic viability of developing such properties. Such development, if initiated, may take years to complete and the amount of resulting income, if any, is difficult to determine with any certainty. We have no mineral reserves and to date have not produced any revenues. The sales value of any mineralization discovered by us is largely dependent upon factors beyond our control such as the market value of the metals produced.

Other than as disclosed herein, we are not aware of any trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

The major factors that caused significant variations in net loss were the recording of share-based payments expense for stock option vesting and impairment of exploration and evaluation assets based on a periodic review of such assets, both of which have no identifiable trend.

5.E. Off-Balance Sheet Arrangements

Not applicable

5.F. Tabular Disclosure of Contractual Obligations

	Payments due by period
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	more than 5 years
Operating Lease Obligation	$--	$--	$--	$--	$--
Total	$--	$--	$--	$--	$--

5.G. Safe Harbor

The Company seeks safe harbor for its forward-looking statements contained in Items 5.E and F. See the heading “Cautionary Note Regarding Forward-Looking Statements” above.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A. Directors and Senior Management

Name	Position
C. Stewart Wallis 1 2 3	Director
Jay Sujir4	Director
Jim Crawford 3	Chief Executive Officer, President and Director
Kate-Lynn Genzel	Chief Financial Officer
Mark Lotz 1 2	Director
Ken Brophy 1 2 3 5	Director

1 Member of Audit Committee.

2 Member of Compensation Committee.

3 Member of Corporate Governance Committee.

4 Mr. Sujir resigned as a Director on February 16, 2015.

5 Mr. Brophy was appointed a Director on February 16, 2015.

We are an exploration stage junior exploration company. Our needs will be dependent upon our level of exploration programs and financial condition. From 2006 to 2009, we entered into employment agreements with our senior officers and all of our full-time employees. In August 2009, we began entering into consulting agreements with our senior management and currently have no consulting agreements or employment agreements in effect with senior management or full-time employees. On January 1, 2010, we entered into a management services agreement with King & Bay West under which King & Bay West provides shared office, administration and payroll services to the Company and as of January 1, 2010, we do not employ any senior management or staff full-time. The management services agreement was amended on October 1, 2010 and September 16, 2014. See Item 7.B – Related Party Transactions and Exhibit 4.8 for a description of this agreement.

Set forth below are brief descriptions of recent employment and business experience of our directors and senior management.

C. Stewart Wallis, P.Geo., was a member of our Board of Directors from June 2003 until July 27, 2008. Mr. Wallis was re-appointed to our Board of Directors and was appointed President of the Company on March 31, 2009. On March 1, 2010 Mr. Wallis was appointed as our CEO. Mr. Wallis resigned as President and CEO of the Company on April 30, 2012. Up to the time of his resignation as President and CEO of the Company, Mr. Wallis devoted substantially all of his time during a typical work week to our business. On February 16, 2015, Mr. Wallis was appointed Non-Executive Chairman of the Company. Mr. Wallis is the President of Sundance Geological Ltd., a private entity owned and controlled by him, which provides geological services, including evaluations and prefeasibility studies, for individuals and mining companies based throughout the world. Mr. Wallis also serves as President and Director of Logan Resources Ltd. He received his Bachelor of Science Degree in Geology from McMaster University, located in Hamilton, Ontario. He is a member of the Association of Professional Engineers and Geoscientists of British Columbia. Mr. Wallis continues to be a Director of the Company.

Jay Sujir, until his resignation as a Director and Non-Executive Chairman of the Company on February 16, 2015, had been a member of our Board of Directors since February 2003 and was appointed Non-Executive Chairman on August 29, 2013. Mr. Sujir is currently the Chairman of the Board of Directors of Sunward Resources Ltd. Mr. Sujir also serves on the boards of directors of Cannon Point Resources Ltd., Carlin Gold Corporation, Excelsior Mining Corp., NEMI Northern Energy & Mining Inc., Red Eagle Mining Corporation, Roughrider Exploration Limited, Slater Mining Corporation, Sunward Resources Ltd. and Uracan Resources Ltd. Mr. Sujir is a securities and natural resource lawyer who has experience with advising and assisting public companies. He obtained his B.A. from the University of Victoria, in Victoria, British Columbia, in 1981 and obtained his LL.B. from the University of Victoria in 1985. He has been a lawyer in the law firm of Anfield Sujir Kennedy & Durno LLP and its predecessor firm since August 1986 and has been a partner of that firm since 1991.

Jim Crawford was appointed President and Chief Executive Officer of the Company on June 7, 2013 and was elected as a Director of the Company on August 29, 2013. He has also served as our Vice President, Corporate Development since September 2012. Mr. Crawford devotes 50% of his time during a typical work week to our business. Mr. Crawford has over 15 years’ experience in international mineral exploration and prior to joining the Company, he held a number of corporate and field-based positions including Manager, Investor Relations for Peregrine Diamonds; Field Manager for Kennecott Canada Exploration’s Western Canadian Coal Project; and Senior Mineralogist for Golden Star Resources in their Georgetown, Guyana office. Mr. Crawford holds an MBA in finance from Pepperdine University and an M.Sc. in geology from Queen’s University.

Kate-Lynn Genzel was appointed our Chief Financial Officer on January 13, 2014. Ms. Genzel began her career at a mid-sized accounting firm where she provided accounting, audit, tax and advisory services to both public and private entities, focussing on junior resource companies publically listed in Canada and the United States. Ms. Genzel received her Chartered Accountant (CA) designation in November 2012 and is a member of the Institute of Chartered Accountants of British Columbia. Ms. Genzel received her Bachelor of Commerce (Honours) degree from the Sauder School of Business at the University of British Columbia in May 2010.

Mark Lotz joined our Board of Directors on April 1, 2014. Mr. Lotz is a Chartered Accountant with 18 years of experience primarily in the minerals industry and related securities businesses. He has held CFO positions with several well-known mining and exploration companies including African Queen Mines, Sacre-Coeur Minerals, Ltd., and Prophecy Resources Corp. He has also served as a senior executive officer for two Vancouver based securities firms and a financial compliance officer for the Vancouver Stock Exchange, the predecessor to the TSX Venture Exchange. Mr. Lotz received his Chartered Accountant (CA) designation in September 1994 and is a member of the Institute of Chartered Accountants of British Columbia. Mr. Lotz received his Bachelor of Business Administration from Simon Fraser University in June 1989.

Ken Brophy joined our Board of Directors on February 16, 2015. Mr. Brophy has over 18 years of experience in the mining and energy sectors with a focus on exploration and development stage projects in Canada. His experience within both the mineral exploration and energy industries includes Government relations, strategic planning for Environmental Assessments and sustainability requirements, which include regulatory compliance, Aboriginal, community and stakeholder engagement. Mr. Brophy has been directly involved with the Company’s exploration activities for many years, most recently as the Director of Operations. In this role, he was

responsible for all operational related activities including managing procurement obligations (i.e. diamond drilling, aircraft support, etc.), negotiating contracts and agreements, and all remote logistical requirements and maintenance programs. Mr. Brophy was actively involved in the permitting processes, responsible exploration and sustainability stewardship, and the implementation of the Company’s Health, Safety and Environment policies and procedures.

There are no family relationships between any of the Directors or senior management. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.

6.B. Compensation

Compensation of Executive Officers and Directors

The following table sets out the compensation information for the fiscal year ended April 30, 2015, for our directors and executive officers.

Compensation of Executive Officers/Directors in Fiscal 2015

Name and Principal Position	FiscalYear	Annual Compensation
		Salary ($)	Bonus ($)	Other Annual Compensation ($)
		Salary ($)	Bonus ($)	Other Annual Compensation ($)	Securities Under Options Granted (#)	Option Exercise Price	Option Expiration Date
Stewart Wallis Director	2015	--	--	--	--	--	--
Jay Sujir 1 Director	2015	--	--	--	--	--	--
Jim Crawford Chief Executive Officer, President and Director	2015	--	--	--	--	--	--
Kate-Lynn Genzel Chief Financial Officer	2015	--	--	--	--	--	--
Mark Lotz Director	2015	--	--	--	--	--	--
Ken Brophy 2 Director	2015	--	--	--	--	--	--

1	Mr. Sujir resigned as a director effective February 16, 2015.

2	Mr. Brophy was appointed a director effective February 16, 2015.

Director Compensation

From May 1, 2011 until April 30, 2013, the Company had a formal director compensation program under which non-executive directors of the Company received an annual board retainer of $20,000 and a fee of $1,500 for each Board meeting attended, the Chair of the Audit Committee received an annual fee of $6,000 and each of the Chairs of the Compensation and other Committees of the Board received an annual fee of $2,500. Each of the aforementioned fees was paid quarterly. In light of financial conditions faced by the Company, the Company cancelled its director compensation program in fiscal 2014.

Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. Directors are also eligible to receive options to purchase Common Shares pursuant to the terms of the Company’s Stock Option Plan.

Employment and Consulting Agreements

Currently, the Company does not have any employment or consulting agreements with executive officers or directors.

Post-Employment Compensation

No funds were set aside or accrued by us during fiscal 2015 to provide pension, retirement or similar benefits for Directors, Executive Officers or Senior Management.

Other than as described above, we do not have any plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation would exceed US$60,000 per person.

6.C. Board Practices

The Board of Directors presently consists of four directors, three of whom were elected at our annual general meeting of shareholders held on December 1, 2014 and one of whom was appointed a Director on February 16, 2015. The directors have served in their respective capacities since their election and/or appointment and will serve until the next annual general meeting or until a successor is duly elected, unless the office is vacated in accordance with our Articles. The Board of Directors appoints senior management who serve at the discretion of the Board of Directors.

The following table indicates the date on which each of our directors was appointed a director of our company:

Name of Director	Director since
Stewart Wallis1	March 31, 2009
Jim Crawford	August 29, 2013
Mark Lotz	April 1, 2014
Ken Brophy	February 16, 2015

1	Mr. Wallis served as a director from June 19, 2003 to July 29, 2008. He was re-appointed as a director on March 31, 2009.

There are no service contracts with the Directors providing for benefits upon termination of employment.

Board of Director Committees

Audit Committee

We have an Audit Committee, which recommends to the Board of Directors the engagement of our independent auditors and reviews with the independent auditors the scope and results of our audits, our internal accounting controls, and the professional services furnished to us by our independent auditors. The following disclosure is required pursuant to National Instrument 52-110 (“NI 52-110”) adopted by the Canadian Securities Administrators.

The Audit Committee's Charter

Following is a copy of the charter of our audit committee:

Purpose

The Audit Committee (the “Committee”) is a committee of and appointed by the Board of Directors (the “Board”) of Jet Metal Corp. (the “Corporation”) to assist the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls for the Corporation. The Committee’s primary duties and responsibilities are to:

·	conduct such reviews and discussions with management and the external auditors relating to the audit and financial reporting as are deemed appropriate by the Committee;

·	assess the integrity of internal controls and financial reporting procedures of the Corporation and ensure implementation of such controls and procedures;

·	ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel;

·	review the quarterly and annual financial statements and management’s discussion and analysis of the Corporation’s financial position and operating results and report thereon to the Board for approval of same;

·	select and monitor the independence and performance of the Corporation’s external auditors, including attending at private meetings with the external auditors and reviewing and approving all renewals or dismissals of the external auditors and their remuneration;

·	establish procedures for the receipt of complaints and submissions relating to accounting matters;

·	except as set forth below, pre-approve all audit and non-audit services provided by the Corporation’s external auditors; and

·	provide oversight to related party transactions entered into by the Corporation.

The Committee has the authority to conduct or authorize any investigation appropriate to its responsibilities, and it may request the external auditors, as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee to provide pertinent information as necessary. The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties.

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

In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part IV of this Charter.

Authority of the Audit Committee

The Committee shall have the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;

(b) set and pay the compensation for advisors employed by the Committee;

Composition and Meetings

The Committee and its membership shall meet all applicable legal, regulatory and listing requirements, including, without limitation, those of the British Columbia Securities Commission, the TSX Venture Exchange, the U.S. Securities and Exchange Commission, OTCQB, the Business Corporations Act (British Columbia) and all applicable securities regulatory authorities.

2.	The Committee shall be composed of three or more directors as shall be designated by the Board from time to time. The members of the Committee shall appoint from among themselves a member who shall serve as Chair.

Each member of the Committee shall be “independent” and “financially literate”, for the purposes of Multilateral Instrument 52-110 (“MI 52-110”), as it may be amended from time to time. MI 52-110 currently provides that a member is independent if the member has no direct or independent material relationship with the Corporation. A “material” relationship is one which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s judgment. There are certain relationships that are, however, deemed to be “material” under MI 52-110. In assessing a proposed nominee to the Committee, the Board shall refer to MI 52-110 and any other requirements or guidelines under applicable securities laws and any stock exchanges on which the Corporation’s securities are listed.

The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two and at least 50% of the members of the Committee present either in person or by telephone shall constitute a quorum.

If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the next business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.

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

The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be determined from time to time by, the Committee. A meeting of the Committee may be called by letter, telephone, facsimile, email or other communication equipment, by giving at least 48 hours notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.

8.	Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.

9.	The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.

10.	The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as the Committee may see fit, from time to time, to attend at meetings of the Committee.

11.

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. All decisions or recommendations of the Committee shall require the approval of the Board prior to implementation.

The Committee members will be elected annually at the first meeting of the Board following the annual general meeting of shareholders.

Responsibilities

Financial Accounting and Reporting Process and Internal Controls

The Committee shall review the annual audited financial statements and interim financial statements of the Corporation to satisfy itself that they are presented in accordance with applicable generally accepted accounting principles (“IFRS” as required) and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review the interim financial statements of the Corporation. With respect to the annual audited financial statements, the Committee shall discuss significant issues regarding accounting policies, principles, practices, estimates, reserves and judgments of management with management and the external auditors, as and when the Committee deems it appropriate to do so, and shall satisfy itself that the annual audited financial statements are accurate, complete and represent fairly the Corporation’s financial position and performance and that the audit function has been effectively carried out. If desirable, the Committee may engage the Corporation’s external auditors to carry out a review of the interim financial statements.

The Committee shall review management’s discussion and analysis relating to the Corporation’s annual and interim financial statements (“MD&A”) MD&A and any other public disclosure documents, including annual and interim earnings press releases, required to be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information or files this information with securities regulatory authorities.

The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s annual and interim financial statements, MD&A and annual and interim earnings press releases, and periodically assess the adequacy of these procedures.

4.	The Committee shall review the annual budget.

5.	The Committee shall review any internal control reports prepared by management and the evaluation of such reports by the external auditors, together with management’s response.

6.	The Committee shall evaluate whether management is setting the appropriate “control culture” by communicating the importance of internal control and the management of risk and ensuring that all employees have an understanding of their roles and responsibilities.

7.	The Committee shall consider how management is held to account for security of computer systems and applications, and the contingency plans for processing financial information in the event of a systems breakdown.

8.	The Committee shall review, in consultation with the external auditors, the integrity of the Corporation’s financial reporting processes, both internal and external.

The Committee shall consider the external auditors’ judgments about the quality and appropriateness, not just the acceptability, of the Corporation’s accounting principles and financial disclosure practices, as applied in its financial reporting, particularly about the degree of aggressiveness or conservatism of its accounting principles and underlying estimates and whether those principles are common practices or are minority practices.

10.

The Committee shall meet no less frequently than annually with the external auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, the officer of the Corporation in charge of financial matters, deem appropriate.

11.

The Committee shall consider and approve, if appropriate, major changes to the Corporation’s accounting principles and practices as suggested by management with the concurrence of the external auditor and ensure that the management’s reasoning is described in determining the appropriateness of changes in accounting principles and disclosure.

12.

The Committee shall inquire of management and the external auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject and assess the steps management has taken to minimize such risks, including by obtaining the external auditors’ opinion of how effectively such risks are being managed or controlled.

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

14.	The Committee shall provide oversight to related party transactions entered into by the Corporation.

15.

The Committee shall review policies and procedures with respect to officers’ expense accounts and management perquisites and benefits, including their expenditures related to executive travel and entertainment, and review the results of the procedures performed in these areas by the external auditor, based on terms of reference agreed upon by the external auditor and the Committee.

Independent Auditors

1.	The Committee shall recommend to the Board the external auditors to be nominated, for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, and the compensation of the external auditors.

2.	The Committee shall instruct the external auditors to report directly to the Committee and ensure that significant findings and recommendations made by the external auditors are received and discussed by the Committee on a timely basis.

The Committee shall be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting, and shall review the performance of the external auditors and approve any proposed discharge of the external auditors when circumstances warrant.

The Committee shall periodically consult the external auditors out of the presence of management about any matters that the Committee or the external auditors believes should be discussed privately, including, without limitation, significant risks or exposures, internal controls and other steps that management has taken to control such risks, and the fullness and accuracy of the Corporation’s financial statements. Particular emphasis should be given to the adequacy of internal controls to expose any payments, transactions or procedures that might be deemed illegal or otherwise improper.

Except as otherwise indicated in this Charter, the Committee shall pre-approve all audit and non-audit services not prohibited by Canadian securities laws and regulations to be provided by the external auditors and delegate, if desirable, to one or more of its members the authority to pre-approve any such audit or permitted non-audit services, provided that any such pre-approval is presented to the Committee at its next scheduled meeting following the pre-approval.

6.	The Committee shall monitor and assess the relationship between management and the external auditors, including reviewing any management letters or other reports of the external auditors and discussing and resolving any material differences of opinion between management and the external auditors.

7.	The Committee shall monitor, review, confirm and discuss with the external auditors, on an annual basis, all significant relationships the external auditors have with the Corporation and the range of services provided to determine the independence and objectivity of the external auditors.

8.	Prior to the audit, the Committee shall review the external auditors’ audit plan, including the scope, procedures, timing and staffing of the audit, and the Committee may authorize the external auditors to perform supplemental reviews or audits as the Committee may deem desirable.

9.	The Committee shall review with the external auditors the results of the annual audit and, if applicable, the results of the quarterly review, including matters related to the conduct of the audit and the review, as the case may be.

10.

The Committee shall obtain timely reports from the external auditors describing critical accounting policies and practices, alternative treatments of information within IFRS that were discussed with management, their ramifications, and the external auditors’ preferred treatment and material written communications between the Corporation and the external auditors.

11.	The Committee shall review fees paid by the Corporation to the external auditors and other professionals in respect of audit and non-audit services on an annual basis.

12.	The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.

Process Improvement

1.	The Committee shall establish regular and separate systems of reporting to the Committee by each of management and the external auditors regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.

Following completion of the annual audit and quarterly reviews (if applicable), the Committee shall review separately with each of management and the external auditors any significant changes to planned procedures, any difficulties encountered during the course of the audit and reviews, including any restrictions on the scope of work or access to required information and the cooperation that the external auditors received during the course of the audit and reviews.

The Committee shall review and resolve any significant disagreements among management and the external auditors in connection with the preparation of the financial statements and, where there are significant unsettled issues, the Committee shall ensure that there is an agreed course of action for the resolution of such matters.

The Committee shall review with the external auditor and management significant findings during the year and the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented. This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Committee.

Ethical and Legal Compliance

The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

2.	The Committee shall review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up of any non-compliance.

3.	The Committee shall review management’s monitoring of the Corporation’s system that is in place to ensure that the Corporation’s financial statements, reports and other financial information disseminated to governmental organizations and the public satisfy legal requirements.

4.	The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.

The Committee shall obtain regular updates from management and others, including internal and external auditors and legal counsel, concerning the Corporation’s compliance with financial related laws and regulations such as tax and financial reporting laws and regulations, legal withholding requirements, occupational health and safety laws and personal information and protection of privacy laws.

6.	The Committee shall be satisfied that all regulatory compliance matters have been considered in the preparation of financial statements.

7.	The Committee shall review the findings of any examination by regulatory agencies.

Other Responsibilities

While the Committee has the responsibilities and duties set out in this Charter, it is not the duty of the Committee to plan or conduct audits, to prepare or audit financial statements or to design or implement an effective system of internal controls. Such matters are the responsibility of management and the internal and external auditors of the Corporation, as the case may be. In addition to the responsibilities and duties of the Committee set out in this Charter, the Committee shall perform any other activities consistent with this Charter and all applicable legal, regulatory and listing requirements (including those of the applicable securities regulatory authorities and the stock exchanges on which the Corporation’s securities are listed), as the Committee or the Board deems necessary or appropriate.

Procedures for Receipt of Complaints and Submissions

Relating to Accounting Matters

The Corporation shall inform employees on the Corporation’s intranet, if there is one, or via a newsletter or e-mail that is disseminated to all employees at least annually, of the individual (the “Complaints Officer”) designated from time to time by the Committee to whom complaints and submissions can be made regarding accounting, internal accounting controls or auditing matters or issues of concern regarding questionable accounting or auditing matters.

2.	The Complaints Officer shall be informed that any complaints or submissions so received must be kept confidential and that the identity of employee(s) making complaints or submissions shall be kept confidential and shall only be communicated to the Committee or the Chair of the Committee.

The Complaints Officer shall be informed that he or she must report to the Committee as frequently as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis prior to the quarterly meeting of the Committee called to approve interim and annual financial statements of the Corporation.

4.	Upon receipt of a report from the Complaints Officer, the Committee shall discuss the report and take such steps as the Committee may deem appropriate.

The Complaints Officer shall retain a record of a complaint or submission received for a period of six years following resolution of the complaint or submission.

Procedures for Approval of Non-Audit Services

1.	The Corporation’s external auditors shall be prohibited from performing for the Corporation the following categories of non-audit services:

(a)	bookkeeping or other services related to the Corporation’s accounting records or financial statements;

(b)	financial information systems design and implementation;

(c)	appraisal or valuation services, fairness opinion or contributions-in-kind reports;

(d)	actuarial services;

(e)	internal audit outsourcing services;

(f)	management functions;

(g)	human resources;

(h)	broker or dealer, investment advisor or investment banking services;

(i)	legal services;

(j)	expert services unrelated to the audit; and

(k)	any other service that the Canadian Public Accountability Board or any other applicable regulatory authority determines is impermissible.

In the event that the Corporation wishes to retain the services of the Corporation’s external auditors for tax compliance, tax advice or tax planning, the Chief Financial Officer of the Corporation shall consult with the Chair of the Committee, who shall have the authority to approve or disapprove on behalf of the Committee, such non-audit services in accordance. All other non-audit services shall be approved or disapproved by the Committee as a whole as set forth herein.

3.	The Chief Financial Officer of the Corporation shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year and provide a report to the Committee no less frequently than on a quarterly basis.

Composition of the Audit Committee

The current members of our Audit Committee are Ken Brophy, Stewart Wallis and Mark Lotz. Each of Mr. Brophy and Mr. Lotz is an independent director and financially literate. Mr. Wallis is not considered independent due to his serving as Chief Executive Officer and President of the Company until his resignation on April 30, 2012. Mr. Wallis is financially literate.

Relevant Education and Experience

Stewart Wallis. Mr. Wallis is the President of Sundance Geological Ltd., a private entity owned and controlled by him, which provides geological services, including evaluations and prefeasibility studies, for individuals and mining companies based throughout the world. Mr. Wallis also serves as President and Director and as a member of the audit committees of Logan Resources Ltd. He received his Bachelor of Science Degree in Geology from McMaster University, located in Hamilton, Ontario. His is a member of the Association of Professional Engineers and Geoscientists of British Columbia.

Mark Lotz. Mr. Lotz is a Chartered Accountant with 18 years of experience primarily in the minerals industry and related securities businesses. He has held CFO positions with several well-known mining and exploration companies including African Queen Mines, Sacre-Coeur Minerals, Ltd., and Prophecy Resources Corp. He has also served as a senior executive officer for two Vancouver based securities firms and a financial compliance officer for the Vancouver Stock Exchange, the predecessor to the TSX Venture Exchange. Mr. Lotz received his Chartered Accountant (CA) designation in September 1994 and is a member of the Institute of Chartered Accountants of British Columbia. Mr. Lotz received his Bachelor of Business Administration from Simon Fraser University in June 1989.

Ken Brophy. Mr. Brophy is the President of Accession Management and Consulting Ltd., a private entity owned and controlled by him, which provides operational and sustainable development services, for mining companies predominately based in North America. Mr. Brophy also serves on the board of directors and audit committee of Golden Raven Resources Ltd. He is currently Vice President, Sustainable Development for Ram River Coal Corp., a private entity based in Vancouver. From April 2004 to September 2009, Mr. Brophy also served as Director of Operations for the Company.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year, has the Company relied on any of the exemptions contained in the followings sections of NI 52-110: section 2.4 (De Minimis Non-audit Services), section 3.2 (Initial Public Offerings), section 3.4 (Events Outside Control of Member), section 3.5 (Death, Disability or Resignation of Audit Committee Member) or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions) of NI 52-110.

Reliance on Exemption in Subsection 3.3(2) or Section 3.6

Reliance on Section 3.8

At no time since the commencement of the Company’s most recently completed financial year, has the Company relied on section 3.8 (Acquisition of Financial Literacy) of NI 52-110.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year, has the Company’s Board of Directors failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Pre-Approval Policies and Procedures

All services to be performed by our auditor must be approved in advance by the Audit Committee. The Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the auditors’ independence and has adopted a policy governing the provision of these services. This policy requires the pre-approval by the Audit Committee of all audit and non-audit services provided by the external auditor, other than any de minimis non-audit services allowed by applicable law or regulation.

Pre-approval from the Audit Committee can be sought for planned engagements based on budgeted or committed fees. No further approval is required to pay pre-approved fees. Additional pre-approval is required for any increase in scope or in final fees.

External Auditor Service Fees

See Item 16.C. Principal Accountant Fees and Services.

Compensation Committee

We have established a Compensation Committee, which currently consists of Stewart Wallis, Mark Lotz and Ken Brophy. The Compensation Committee does not operate pursuant to a written charter.

The mandate established for the Compensation Committee is for the purposes of:

1.	considering appropriate levels of compensation for our directors and officers and making recommendations to the Board as to the remuneration and other compensation to be provided to our Directors, the President and our other officers; and

2.	carrying out periodic performance assessments of the President and CEO.

6.D. Employees

The following table sets out the number of full-time employees who worked for us at the end of the last three completed fiscal years as well as the maximum number of temporary workers who worked for us during each fiscal year:

Fiscal year ended	Number of Full Time Employees at the end of the fiscal year	Maximum number of Temporary Workers during the fiscal year
April 30, 2015	0(1)	0(1)
April 30, 2014	0(1)	0(1)
April 30, 2013	0(1)	0(1)

Pursuant to the Management Services Agreement with King & Bay West dated September 16, 2014, King & Bay West provides shared office, administration and payroll services to the Company. See Item 7.B – Related Party Transactions and Exhibit 4.8 for a description of this agreement. As such, the Company no longer employs any full-time staff or temporary staff.

6.E. Share Ownership

The following table presents the beneficial ownership of the directors and those persons named in Item 6.B Compensation above as of April 30, 2015. As of August 19, 2015, we had 28,218,451 common shares issued and outstanding. The number of common shares beneficially owned by the persons listed below includes those securities exercisable into common shares within 60 days of August 19, 2015.

Name	Number of Common Shares	Percent of Outstanding Common Shares
Stewart Wallis	203,1501	*
Jay Sujir 2	N/A	*
Jim Crawford	0	*
Kate-Lynn Genzel	0	*
Mark Lotz	0	*
Ken Brophy 3	211,630 4	*
Directors and Executive Officers as a group	414,780	*

* Indicates less than one percent.

1	Includes warrants to purchase 100,000 common shares exercisable within 60 days of August 19, 2015.

2	Mr. Sujir resigned as a director effective February 16, 2015.

3	Mr. Brophy was appointed a director on February 16, 2015.

4	Includes options to purchase 11,000 common shares and warrants to purchase 100,000 common shares exercisable within 60 days of August 19, 2015.

The following table presents the stock options granted to the aforementioned persons and unexercised as of August 19, 2015. The stock options are for common shares.

Name	Date of Grant	Number of Underlying Common Shares	Vested 1	Exercise Price	Expiration Date
Stewart Wallis		0	0
Jay Sujir 2		0	0
Jim Crawford		0	0
Kate-Lynn Genzel		0	0
Mark Lotz		0	0
Ken Brophy 3	Apr. 24, 2012 Dec. 21, 2010	1,000 10,000	1,000 10,000	$3.80 $14.40	Apr. 24, 2017 Dec. 21, 2015

1	Includes those options that are exercisable within 60 days of August 19, 2015.

2	Mr. Sujir ceased to be a director on February 16, 2015 and all options held by him have been cancelled,

3	Mr. Brophy was appointed a director on February 16, 2015

We do not have any arrangements for involving our employees in our capital. We do not have a share purchase plan or dividend reinvestment plan for our directors, officers and employees. However, we will, from time to time, grant individual stock options to our directors, officers or employees as an incentive pursuant to our stock option plan.

Stock Option Plan

We may grant stock options to directors, senior management and employees pursuant to our stock option plan dated January 2, 2014 (the “Plan”). Under the Plan, we may grant stock options to purchase up to a maximum of 10% of the common shares issued and outstanding from time to time. As at May 1, 2014, the beginning of the fiscal year ended April 30, 2015, there were 315,591 common shares available for grant and 2,795,845 common shares available for grant under the Plan as at April 30, 2015. During the fiscal year ended April 30, 2015, no stock options were granted. During the fiscal year ended April 30, 2015, no stock options to purchase common shares were exercised and stock options to purchase an aggregate of 316,213 common shares were cancelled or expired.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. Major Shareholders

Other than as set forth below, to the knowledge of the directors and senior officers of the Company, as at August 19, 2015 no person beneficially owns or controls, directly or indirectly, 5% or more of the Company’s issued and outstanding common shares:

·	Mark J. Morabito (“Morabito”) is the beneficial owner, directly and indirectly, of 2,979,971 common Shares representing approximately 10.56% of the issued and outstanding common shares.

·	KCR, LLC (“KCR”) is the beneficial owner of 2,665,000 common shares representing approximately 9.41% of the issued and outstanding common shares.

·	Morabito Family Trust (“MFT”) is the beneficial owner of 2,000,000 Common Shares representing approximately 7.09% of the issued and outstanding common shares.

At May 1, 2012, Morabito or entities controlled by him held 135,480 common shares or 2.1% of the then issued and outstanding common shares. From May 1, 2012 to April 30, 2014, Morabito or entities controlled by him acquired and disposed of common shares over the public market. As at April 30, 2014, Morabito or entities controlled by him held 6,220 common shares or less than one-tenth of one percent of the then issued and outstanding common shares. The issuance in fiscal 2015 of 2,973,751 common shares to Morabito or entities controlled by him, resulted in a significant change to the percentage ownership held by Morabito during the past three years.

Other than the issuance in fiscal 2015 of the above-noted common Shares to KCR and MFT, respectively, there have been no significant changes to the percentage ownership held by either KCR or MFT during the past three years.

All of our Common Shares, both, issued and unissued, are common shares of the same class and rank equally as to dividends, voting powers and participation of powers. Accordingly, there are no special voting powers held by our major shareholders.

On August 19, 2015, we had 28,218,451 common shares issued and outstanding to approximately 282 shareholders of record. We believe that the number of beneficial owners is substantially greater than the number of record holders because a large portion of our outstanding common shares are held in broker “street” names for the benefit of individual investors or other nominees. Management believes that there are 85 shareholders of record located in

the U.S., who own an aggregate of approximately 17.34% of our outstanding common shares. In addition to these record holders there may be more persons located in the U.S. holding our common shares in “street” name.

We are a publicly owned Canadian corporation, with shareholders in Canada, the United States and other foreign jurisdictions. We are not controlled by any foreign government or other person. We are not aware of any arrangements that would result in a change of control of our company.

7.B. Related Party Transactions

Other than as disclosed below, for the year ended April 30, 2015 and the period from May 1, 2015 to the date of this annual report, we have not entered into any transactions or loans between us and any: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, us; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of us that gives them significant influence over us, and close members of any such individuals' family; (d) key management personnel and close members of such individuals' families; or (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

During the year ended April 30, 2015, the Company had the following transactions with related parties:

In January 2010, the Company entered into a contract with King & Bay West (which was amended on October 1, 2010 and September 16, 2014) with a former director and officer (Mark Morabito) in common, whereby the management company will provide shared office and payroll services to the Company. During the year ended April 30, 2015, the Company incurred administrative/office costs of $299,470 included in office and administration, wages and salaries, rent, travel, consulting, and investor relations to this management company for such services. In addition, the Company incurred key management personnel wages and salaries of $50,751 provided by King & Bay West. At April 30, 2015, $312,886 was still owing to this company included in due to related parties.

On September 16, 2014, the Company entered into a debt settlement agreement with King & Bay West and MJM Consulting Corp., a private company owned by a former director and officer (Mark Morabito) of the Company (the “Debt Settlement Agreement”). Under the terms of the Debt Settlement Agreement, King & Bay West agreed to forgive $225,152 payable by the Company, restructure $246,063 payable by the Company into a non-interest bearing two year term loan, and convert $154,187 payable by the Company into 1,027,916 fully paid and non-assessable common shares of the Company. In addition, MJM Consulting Corp. agreed to convert $91,875 payable by the Company into 612,500 fully paid and non-assessable common shares of the Company. These common shares were valued at $107,188 and resulted in a loss on settlement of debt in the amount of $15,313. The common shares were issued on December 9, 2014. During the year ended April 30, 2015, the Company applied payments in the amount of $39,253 to the non-interest bearing two year term loan due to King & Bay West.

·	During the year ended April 30, 2015, the Company provided King & Bay West with a security deposit in the amount of $100,000 in accordance with the management services agreement.

The amounts due to the related parties are non-interest bearing. With the exception of the term loan payable to King & Bay West, the amounts due to related parties have no fixed terms of repayment. The fair value of the amounts due to related parties approximate fair carrying value due to the short-term nature.

7.C. Interests of Experts and Counsel

Not applicable

ITEM 8. FINANCIAL INFORMATION

8.A. Consolidated Statements and Other Financial Information

Financial Statements

Our financial statements are stated in Canadian Dollars and are prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the Company on May 1, 2010.

See our audited financial statements for the fiscal years ended April 30, 2015 and April 30, 2014 included under Item 18 of this annual report.

Dividend Policy

We have not declared or paid any cash dividends on our capital stock. We do not currently expect to pay cash dividends in the foreseeable future as we anticipate that all available funds will be invested to finance the growth of our business. The Board of Directors will determine if and when dividends should be declared and paid in the future based upon our financial position at the relevant time.

Legal/Arbitration Proceedings

The Company is not subject to any legal or arbitration proceedings, which may have, or have had in the recent past, significant effects on the Company’s financial position or profitability.

8.B. Significant Changes

Since April 30, 2015, the date of our most recent financial statements, no significant changes have occurred.

ITEM 9. THE OFFER AND LISTING

9.A. Offer and Listing Details

Common Shares

The following table lists the high and low prices for our common shares on the TSX Venture Exchange for the last six months, fiscal quarters for the last two completed fiscal years, and the last five fiscal year ends. Our common shares have traded on the TSX Venture Exchange since January 20, 2014 and were traded on the Toronto Stock Exchange before that date.

Period	High		Low
August 1-19, 2015	$	0.115	$	0.08
Month ended July 31, 2015	$	0.11	$	0.08
Month ended June 30, 2015	$	0.16	$	0.10
Month ended May 31, 2015	$	0.14	$	0.10
Month ended April 30, 2015	$	0.15	$	0.10
Month ended March 31, 2015	$	0.16	$	0.12
Month ended February 28, 2015	$	0.16	$	0.12

Fiscal quarter ended April 30, 2015	$	0.16	$	0.10
Fiscal quarter ended January 31, 2015	$	0.25	$	0.12
Fiscal quarter ended October 31, 2014	$	0.31	$	0.15
Fiscal quarter ended July 31, 2014	$	0.37	$	0.15
Fiscal quarter ended April 30, 2014	$	0.60	$	0.27

Period	High		Low
Fiscal quarter ended January 31, 2015	$	0.25	$	0.12
Fiscal quarter ended October 31, 2014	$	0.31	$	0.15
Fiscal quarter ended July 31, 2014	$	0.37	$	0.15
Fiscal quarter ended April 30, 2014	$	0.60	$	0.27
Fiscal quarter ended January 31, 2014	$	0.435	$	0.145
Fiscal quarter ended October 31, 2013	$	0.285	$	0.02
Fiscal quarter ended July 31, 2013	$	0.08	$	0.02

Fiscal year ended April 30, 2015	$	0.37	$	0.10
Fiscal year ended April 30, 2014	$	0.60	$	0.02
Fiscal year ended April 30, 2013	$	0.45	$	0.05
Fiscal year ended April 30, 2012	$	0.99	$	0.35
Fiscal year ended April 30, 2011	$	2.80	$	0.42

The following table lists the high and low prices for our common shares on OTCQB for the last six months, fiscal quarters for the last two completed fiscal years, and the last five fiscal years. Our common shares have traded on OTCQB since July 1, 2013 and were traded on NYSE MKT from May 7, 2007 to July 1, 2013.

Period	High		Low
August 1-19, 2015	$	0.115	$	0.08
Month ended July 31, 2015	$	0.11	$	0.08
Month ended June 30, 2015	$	0.16	$	0.10
Month ended May 31, 2015	$	0.14	$	0.10
Month ended April 30, 2015	$	0.15	$	0.10
Month ended March 31, 2015	$	0.16	$	0.12
Month ended February 28, 2015	$	0.16	$	0.12

Fiscal quarter ended April 30, 2015	$	0.16	$	0.10
Fiscal quarter ended January 31, 2015	$	0.25	$	0.12
Fiscal quarter ended October 31, 2014	$	0.31	$	0.15
Fiscal quarter ended July 31, 2014	$	0.37	$	0.15
Fiscal quarter ended April 30, 2014	$	0.60	$	0.27
Fiscal quarter ended January 31, 2014	$	0.435	$	0.145
Fiscal quarter ended October 31, 2013	$	0.285	$	0.02
Fiscal quarter ended July 31, 2013	$	0.08	$	0.02

Fiscal year ended April 30, 2015	$	0.37	$	0.10
Fiscal year ended April 30, 2014	$	0.60	$	0.02
Fiscal year ended April 30, 2013	$	0.45	$	0.05
Fiscal year ended April 30, 2012	$	0.99	$	0.35
Fiscal year ended April 30, 2011	$	2.80	$	0.42

Warrants

Our Warrants commenced trading on the TSX Venture Exchange on January 19, 2015. The following table lists the high and low prices for our Warrants on the TSX Venture Exchange for the last six months the fiscal quarters ended January 31, 2015 and April 30, 2015 and the fiscal year ended April 30, 2015. See “Item 4.A. History and Development of the Company – Introduction” and “Item 10.C. Material Contracts” for a description of the Warrants.

Period	High		Low
August 1-18, 2015	N/A 1	N/A 1
Month ended July 31, 2015	$0.05	$0.05
Month ended June 30, 2015	N/A 1	N/A 1
Month ended May 31, 2015	$0.05	$0.05
Month ended April 30, 2015	$0.05	$0.05
Month ended March 31, 2015	$0.05	$0.05
Month ended February 28, 2015	N/A 1	N/A 1

Fiscal quarter ended April 30, 2015	$0.05	$0.05
Fiscal quarter ended January 31, 2015	N/A1	N/A 1

Fiscal year ended April 30, 2015	$0.05		$0.05

1 No Warrants traded during these periods.

9.B. Plan of Distribution

Not applicable

9.C. Markets

Our common shares are listed on the TSX Venture Exchange under the trading symbol “JET”. Our common shares also trade on OTCQB under the trading symbol “JETMF”. On January 19, 2015, our Warrants began trading on the TSX Venture Exchange under the trading symbol “JET.WT”. There are currently no restrictions on the transferability of the common shares or Warrants under Canadian securities laws.

9.D. Selling Shareholders

Not applicable

9.E. Dilution

Not applicable

9.F. Expenses of the Issue

Not applicable

ITEM 10. ADDITIONAL INFORMATION

10.A. Share Capital

Not applicable

10.B. Memorandum and Articles of Association

This information is incorporated by reference to our Form 20-F Registration Statement, “Item 10. Additional Information—Memorandum and Articles of Association” as filed on April 25, 2006.

10.C. Material Contracts

We have entered into the following material contracts during the two years immediately preceding the date of this annual report and which are currently in effect:

On September 16, 2014, we entered into a Warrant Indenture with Computershare Trust Company of Canada pursuant to which Computershare Trust Company of Canada agreed to act as Warrant Agent with respect to 20,000,000 Warrants issued to accredited investors pursuant to a non-brokered private placement of units (“Units”) for gross proceeds of $3,000,000. Each Unit comprised one common share and one Warrant, with each Warrant exercisable to acquire one common share at an exercise price of $0.25 for a period of five years following closing of the private placement. The Warrant Indenture is referenced as Exhibit 4.10 hereto.

10.D. Exchange Controls

Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of our securities, except as discussed in “10.E. Taxation” below.

There are no limitations under the laws of Canada or in our organizing documents on the right of foreigners to hold or vote our securities, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of us by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of our company. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

10.E. Taxation

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of the Company’s common stock for a shareholder who at all relevant times, (i) is resident in the U.S., is not resident or deemed to be resident in Canada and has not been or been deemed to be resident in Canada for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”) and the Canada-United States Tax Convention (1980), as amended (the “Convention”), (ii) is a “qualifying person” and is the beneficial owner of all dividends paid on the common shares for the purposes of the Convention, (iii) deals at arm's length and is not affiliated with the Company for the purposes of the Canadian Tax Act, and (iv) will acquire and hold the Company’s common shares as capital property for the purposes of the Canadian Tax Act. Generally, the Company’s common shares will be considered to be capital property to the shareholder provided the shareholder does not hold the common shares in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a shareholder who uses or holds, or is deemed to use or hold, its shares in the Company in connection with carrying on a business in Canada, or to a shareholder that is either an insurer carrying on business in Canada and elsewhere or an “authorized foreign bank” as defined in the Canadian Tax Act. This summary is based on the current provisions of the Canadian Tax Act, the regulations thereunder in force as of the date hereof (the “Regulations”), all proposals to amend the Canadian Tax Act or the Regulations publicly announced by the federal Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and an understanding of the current published administrative practices of the Canada Revenue Agency.

This summary is not exhaustive of all Canadian federal income tax considerations applicable to a shareholder of the Company and, except for the Tax Proposals, this summary does not take into account or anticipate any changes in the Canadian Tax Act, the Regulations or the administrative or assessing policies of the Canada Revenue Agency, whether by legislative, governmental or judicial decisions or action, nor does this summary take into account provincial, territorial or other foreign tax legislation or considerations, which may differ significantly from those discussed herein. There can be no assurance that the Tax Proposals will be enacted in the form proposed, or at all.

This summary is of a general nature only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular shareholder. The tax consequences to any particular shareholder will depend on a variety of factors including the shareholder’s own particular circumstances. Therefore, all shareholders should consult their own tax advisors with respect to their own particular circumstances.

The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Convention.

Dividends on Common Shares

Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25% on dividends paid (including dividends deemed to have been paid) or credited to him or her by a corporation resident in Canada. The Company is responsible for withholding and remitting this tax. The Convention generally limits the rate of withholding tax on dividends to 15% of the gross amount of such dividends paid to shareholders or, if the shareholder is a company that beneficially owns at least 10% of the voting stock of the payor corporation, 5% of the gross amount of the dividends.

The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the U.S. and is exempt from income tax under the laws of the U.S.

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a common share of the Company is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and any reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. One half of the amount, if any, by which capital gains exceed capital losses in a year (a “taxable capital gain”) is included in income for that year. Where capital losses exceed capital gains in a year, one half of the excess may be deducted from a taxable capital gain realized by the shareholder in the three previous years or in any subsequent year, subject to certain restrictions in the case of a corporate shareholder.

Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of “taxable Canadian property”. Common shares of the Company will be taxable Canadian property of a shareholder at any particular time the common shares are listed on a “designated stock exchange” (which includes the TSX-V) if, at that time or at any time in the five years immediately preceding that time, (i) 25% or more of the issued shares of any class or series in the Company’s capital stock were owned by one or any combination of the shareholder, persons with whom the shareholder did not deal at arm's length, and partnerships in which the shareholder or persons with whom the shareholder did not deal at arm's length hold a membership interest directly or indirectly through one or more partnerships, and (ii) more than 50% of the fair market value of the common shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, Canadian resource properties, timber resource properties or options in respect of, or interests in, or for civil law rights in, such properties. Common shares used in carrying on business in Canada and acquired in certain circumstances will also constitute taxable Canadian property.

The Convention generally relieves U.S. residents who qualify for benefit thereunder from liability for Canadian tax on capital gains derived on a disposition of shares unless the value of the shares is derived principally from real property situated in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production.

Shareholders should consult their own advisors with respect to the application of the Convention.

U.S. Federal Income Tax Considerations

The following is a summary of the anticipated U.S. federal income tax consequences generally applicable to U.S. Holders (as defined below) of the ownership and disposition of Common Shares. This summary addresses only holders who acquire and hold Common Shares as “capital assets” (generally, assets held for investment purposes).

The following summary does not purport to address all U.S. federal income tax consequences that may be relevant to a U.S. Holder as a result of the acquisition, ownership and disposition of Common Shares, nor does it take into account the specific circumstances of any particular holder, some of which may be subject to special tax rules (including, but not limited to, brokers, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, tax-exempt organizations, insurance companies, banks, thrifts and other financial institutions, persons liable for alternative minimum tax, persons that hold an interest in an entity that holds the Common Shares, persons that will own, or will have owned, directly, indirectly or constructively 10% or more (by vote or value) of the Common Shares, persons that hold the Common Shares as part of a hedging, integration, conversion or constructive sale transaction or a straddle, or persons whose functional currency is not the U.S. dollar).

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative pronouncements and rulings of the United States Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect on the date hereof, and all of which are subject to change (possibly with retroactive effect) and to differing interpretations. Except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements. This summary does not describe any state, local or foreign tax law considerations, or any aspect of U.S. federal tax law other than income taxation (e.g., estate or gift tax or the Medicare contribution tax). U.S. Holders should consult their own tax advisers regarding such matters.

No legal opinion from U.S. legal counsel or ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership or disposition of Common Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and U.S. courts could disagree with one or more of the positions taken in this summary.

As used in this summary, a “U.S. Holder” is a beneficial owner of Common Shares who, for U.S. federal income tax purposes, is (i) a citizen or individual resident of the United States, (ii) a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (A) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (B) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

The tax treatment of a partner in a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) may depend on both the partnership’s and the partner’s status and the activities of the partnership. Partnerships (or other entities or arrangements classified as a partnership for U.S. federal income tax purposes) that are beneficial owners of Common Shares, and their partners and other owners, should consult their own tax advisers regarding the tax consequences of the acquisition, ownership and disposition of Common Shares.

Passive Foreign Investment Company Rules

A foreign corporation will be considered a passive foreign investment company (“PFIC”) for any taxable year in which (1) 75% or more of its gross income is “passive income” under the PFIC rules or (2) 50% or more of the average quarterly value of its assets produce (or are held for the production of) “passive income.” For this purpose, “passive income” generally includes interest, dividends, rents, royalties, certain gains from the sale of commodities

and certain other gains. Interest, dividends, rents and royalties received from a related person (within the meaning of the PFIC rules) are excluded from passive income to the extent such payments are properly allocable to the active income of such related person. Moreover, for purposes of determining if the foreign corporation is a PFIC, if the foreign corporation owns, directly or indirectly, at least 25%, by value, of the shares of another corporation, it will be treated as if it holds directly its proportionate share of the assets and receives directly its proportionate share of the income of such other corporation. If a corporation is treated as a PFIC with respect to a U.S. Holder for any taxable year, the corporation will continue to be treated as a PFIC with respect to that U.S. Holder in all succeeding taxable years, regardless of whether the corporation continues to meet the PFIC requirements in such years, unless certain elections are made.

The determination as to whether a foreign corporation is a PFIC is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and the determination will depend on the composition of the income, expenses and assets of the foreign corporation from time to time and the nature of the activities performed by its officers and employees. The Company believes that it may have been classified as a PFIC for the taxable year ending April 30, 2015, and, based on current business plans and financial expectations, the Company expects that it may be classified as a PFIC for the current taxable year and in future taxable years. However, the Company’s actual PFIC status for the current or any future taxable year is uncertain and cannot be determined until after the end of such taxable year.

If the Company is classified as a PFIC, a U.S. Holder that does not make one of the elections described below would be required to report any gain on the disposition of Common Shares as ordinary income, rather than as capital gain, and to compute the tax liability on such gain and any “Excess Distribution” (as defined below) received in respect of Common Shares as if such items had been earned ratably over the U.S. Holder’s holding period for the Common Shares. The amounts allocated to the taxable year during which the gain is realized or distribution is made, and to any taxable years in such U.S. Holder’s holding period that are before the first taxable year in which the Company is treated as a PFIC with respect to the U.S. Holder, would be included in the U.S. Holder’s gross income as ordinary income for the taxable year of the gain or distribution. The amount allocated to each other taxable year in such U.S. Holder’s holding period would be taxed as ordinary income in the taxable year during which the gain is realized or distribution is made at the highest tax rate in effect for the U.S. Holder in that other taxable year and would be subject to an interest charge as if the income tax liabilities had been due with respect to each such prior year. For purposes of these rules, gifts, exchanges pursuant to corporate reorganizations and use of Common Shares as security for a loan may be treated as a taxable disposition of the Common Shares. An “Excess Distribution” is the amount by which distributions during a taxable year in respect of a Common Share exceed 125% of the average amount of distributions in respect thereof during the three preceding taxable years (or, if shorter, the U.S. Holder’s holding period for the Common Shares).

Certain additional adverse tax rules will apply to a U.S. Holder for any taxable year in which the Company is treated as a PFIC with respect to such U.S. Holder and any of our subsidiaries is also treated as a PFIC (a “Subsidiary PFIC”). In such a case, the U.S. Holder will generally be deemed to own its proportionate interest (by value) in any Subsidiary PFIC and be subject to the PFIC rules described above with respect to the Subsidiary PFIC regardless of such U.S. Holder’s percentage ownership in the Company.

The adverse tax consequences described above may be mitigated if a U.S. Holder makes a timely “qualified electing fund” election (a “QEF election”) with respect to its interest in the PFIC. Consequently, if the Company is classified as a PFIC, it would likely be advantageous for a U.S. Holder to elect to treat the Company as a qualified electing fund (a “QEF”) with respect to such U.S. Holder for the first year in which it holds Common Shares. If a U.S. Holder makes a timely QEF election with respect to the Company, the electing U.S. Holder would be required in each taxable year that the Company is considered a PFIC to include in gross income (i) as ordinary income, the U.S. Holder’s pro rata share of the ordinary earnings of the Company and (ii) as capital gain, the U.S. Holder’s pro rata share of the net capital gain (if any) of the Company, whether or not the ordinary earnings or net capital gain are distributed. An electing U.S. Holder’s basis in Common Shares will be increased to reflect the amount of any taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the Common Shares and will not be taxed again as distributions to the U.S. Holder.

A QEF election made with respect to the Company will not apply to any Subsidiary PFIC; a QEF election must be made separately for each Subsidiary PFIC (in which case the treatment described above would apply to such Subsidiary PFIC). If a U.S. Holder makes a timely QEF election with respect to a Subsidiary PFIC, it would be required in each taxable year to include in gross income its pro rata share of the ordinary earnings and net capital gain of such Subsidiary PFIC, but may not receive a distribution of such income. Such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge (which would not be deductible for U.S. federal income tax purposes if the U.S. Holder were an individual).

If the Company determines that it, and any subsidiary in which the Company owns, directly or indirectly, more than 50% of such subsidiary’s total aggregate voting power, is likely a PFIC in any taxable year, the Company intends to make available to U.S. Holders, upon request and in accordance with applicable procedures, a “PFIC Annual Information Statement” with respect to the Company and any such subsidiary for such taxable year. The PFIC Annual Information Statement may be used by U.S. Holders for purposes of complying with the reporting requirements applicable to a QEF election with respect to the Company and any Subsidiary PFIC.

The U.S. federal income tax on any gain from the disposition of Common Shares or from the receipt of Excess Distributions may be greater than the tax if a timely QEF election is made. It is recommended that, if the Company were to be classified as a PFIC, a U.S. Holder make a QEF election with respect to the Company and any Subsidiary PFIC.

Alternatively, if the Company were to be classified as a PFIC, a U.S. Holder could also avoid certain of the rules described above by making a mark-to-market election (instead of a QEF election), provided the Common Shares are treated as regularly traded on a qualified exchange or other market within the meaning of the applicable Treasury regulations. However, a U.S. Holder will not be permitted to make a mark-to-market election with respect to a Subsidiary PFIC. U.S. Holders should consult their own tax advisers regarding the potential availability and consequences of a mark-to-market election, as well as the advisability of making a protective QEF election in case the Company is classified as a PFIC in any taxable year.

During any taxable year in which the Company or any Subsidiary PFIC is treated as a PFIC with respect to a U.S. Holder, that U.S. Holder must file IRS Form 8621. U.S. Holders should consult their own tax advisers concerning annual filing requirements.

Taxation of Common Shares

Distributions on Common Shares

In general, subject to the PFIC rules discussed above, the gross amount of any distribution received by a U.S. Holder with respect to the Common Shares (including amounts withheld to pay Canadian withholding taxes) will be included in the gross income of the U.S. Holder as a dividend to the extent attributable to the Company’s current and accumulated earnings and profits, as determined under U.S. federal income tax principles. The Company does not intend to calculate its earnings and profits under U.S. federal income tax rules. Accordingly, U.S. Holders should expect that a distribution generally will be treated as a dividend for U.S. federal income tax purposes. Subject to the PFIC rules discussed above, distributions on Common Shares to certain non-corporate U.S. Holders that are treated as dividends may be taxed at preferential rates. Such dividends will not be eligible for the “dividends received” deduction ordinarily allowed to corporate shareholders with respect to dividends received from U.S. corporations.

The amount of any dividend paid in Canadian dollars (including amounts withheld to pay Canadian withholding taxes) will equal the U.S. dollar value of the Canadian dollars calculated by reference to the exchange rate in effect on the date the dividend is received by the U.S. Holder, regardless of whether the Canadian dollars are converted into U.S. dollars. A U.S. Holder will have a tax basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt. If the Canadian dollars received are converted into U.S. dollars on the date of receipt, the U.S. Holder should generally not be required to recognize foreign currency gain or loss in respect of the distribution.

If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder may recognize foreign currency gain or loss on a subsequent conversion or other disposition of the Canadian dollars. Such gain or loss will be treated as U.S. source ordinary income or loss.

Distributions on Common Shares that are treated as dividends generally will constitute income from sources outside the United States and generally will be categorized for U.S. foreign tax credit purposes as “passive category income.” A U.S. Holder may be eligible to elect to claim a U.S. foreign tax credit against its U.S. federal income tax liability, subject to applicable limitations and holding period requirements, for Canadian tax withheld, if any, from distributions received in respect of the Common Shares. A U.S. Holder that does not elect to claim a U.S. foreign tax credit may instead claim a deduction for Canadian tax withheld, but only for a taxable year in which the U.S. Holder elects to do so with respect to all foreign income taxes paid or accrued in such taxable year. The rules relating to U.S. foreign tax credits are complex, and each U.S. Holder should consult its own tax adviser regarding the application of such rules.

Sale, Exchange or Other Taxable Disposition of Common Shares

A U.S. Holder generally will recognize gain or loss on the sale, exchange or other taxable disposition of Common Shares in an amount equal to the difference, if any, between the amount realized on the sale, exchange or other taxable disposition and the U.S. Holder’s adjusted tax basis in the Common Shares exchanged therefor. Subject to the PFIC rules discussed above, such gain or loss will be capital gain or loss and will be long-term capital gain (currently taxable at a reduced rate for non-corporate U.S. Holders) or loss if, on the date of the sale, exchange or other taxable disposition, the Common Shares have been held by such U.S. Holder for more than one year. The deductibility of capital losses is subject to limitations. Such gain or loss generally will be sourced within the United States for U.S. foreign tax credit purposes.

Required Disclosure with Respect to Foreign Financial Assets

Certain U.S. Holders are required to report information relating to an interest in Common Shares, subject to certain exceptions (including an exception for Common Shares held in accounts maintained by certain financial institutions) by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in Common Shares. U.S. Holders should consult their own tax advisers regarding information reporting requirements relating to their ownership of Common Shares.

10.F. Dividends and Paying Agents

Not applicable

10.G. Statement by Experts

Not applicable

10.H. Documents on Display

The Company is subject to the informational requirements of the Exchange Act and file reports and other information with the SEC. You may read and copy any of the Company’s reports and other information at, and obtain copies upon payment of prescribed fees from, the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. In addition, the SEC maintains a Website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, all documents referred to in this Annual Report on Form 20-F are available for inspection at the office of the Company, listed below, during normal office hours.

Jet Metal Corp.

1240-1140 West Pender Street

Vancouver, British Columbia

V6E 4G1 Canada

The Company is required to file reports and other information with the securities commissions in Canada. You are invited to read and copy any reports, statements or other information, other than confidential filings, that the Company files with the provincial securities commissions. These filings are also electronically available from the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") (www.sedar.com), the Canadian equivalent of the SEC's electronic document gathering and retrieval system.

The Company "incorporates by reference" information that it files with the SEC, which means that it can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this Form 20-F and more recent information automatically updates and supersedes more dated information contained or incorporated by reference in this Form 20-F.

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders.

10.I. Subsidiary Information

Not applicable

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Currency Exchange Rate Sensitivity

Interest Rate Sensitivity

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Commodity Price Sensitivity

Our future revenue and profitability will be dependent, to a significant extent, upon prevailing spot market prices for metals. In the past, metal prices have been volatile. Prices are subject to wide fluctuations in response to changes in supply of and demand for metals, market uncertainty and a variety of additional factors that are beyond our control. Our mineral properties are in the exploration phase and accordingly we are not generating any operating revenues and are therefore not subject to any short term volatility in the prices of metals. As we are in the exploration phase, the above factors have had no material impact on operations or income. We have not entered into any futures or forward contracts.

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

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 our “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) of the Exchange Act) was carried out by our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial officer have concluded as of the end of the period covered by this report that the design and operation of our disclosure controls and procedures are effective at the reasonable assurance level to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

Notwithstanding the foregoing, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that our disclosure controls and procedures will detect or uncover every situation involving the failure of persons within our company and our subsidiaries to disclose material information otherwise required to be set forth in our periodic reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objective of ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is communicated to management to allow timely decisions regarding required disclosure.

Management Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed 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.

Management conducted an evaluation of the effectiveness of company level internal controls over financial reporting on a risk based approach using elements of the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on management’s assessment and those criteria, management believes that the internal control over financial reporting as of April 30, 2015 was effective.

Management’s internal control report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report.

Changes in Internal Control Over Financial Reporting

Other than those described elsewhere in this Form 20-F, there was no change in our internal control over financial reporting that occurred during our most recently completed fiscal year ended April 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Nor were there any significant deficiencies or material weaknesses in our internal controls requiring corrective actions.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our Board of Directors has determined that Mark Lotz, a member of the Company’s Audit Committee, qualifies as an “audit committee financial expert” as defined in Item 16A(b) of Form 20-F. Mr. Lotz’s relevant education and experience is disclosed above in Items 6A and 6C above. The Company’s Board of Directors has determined that Mr. Lotz is an independent director in accordance with the requirements of applicable Canadian securities laws.

ITEM 16B. CODE OF ETHICS

We have adopted a code of ethics that applies to our chief executive officer, the chief financial officer, and other members of senior management. As adopted, the Code of Ethics sets forth standards that are designed to prevent wrongdoing and to promote:

·	honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·	full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us;

·	compliance with applicable governmental laws, rules and regulations;

·	protection of and respect for the confidentiality of information acquired in the course of work;

·	responsible use of and control over assets and resources;

·	the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and

·	accountability for adherence to the Code of Ethics.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our Board of Directors appointed Davidson & Company as independent auditors to audit our financial statements for the fiscal year ended April 30, 2015. The aggregate fees billed for professional services rendered by the aforementioned independent auditor in their capacity as our principal accountant during the last two fiscal years is set forth below. Our Audit Committee pre-approved all of the following amounts billed to us prior to incurring the expenses associated therewith.

Financial Year Ending	Audit Fees1	Audit Related Fees2	Tax Fees3	All Other Fees4
2015/04/30	$22,500	$--	$7,750	$--
2014/04/30	$40,800	$--	$6,500	$--

1The aggregate fees billed for professional services rendered by our principal accountants for the audit of our annual financial statements and other fees that are normally provided by our principal accountant in connection with our audits.

2The aggregate fees billed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements.

3The aggregate fees billed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.

4Other fees billed by our principal accountant included general review of certain company documentation, such as our Form 20-F registration filing.

Pre-Approval Policies and Procedures:

Of the total aggregate fees paid by the Company to its accountants during the fiscal year ended April 30, 2014, $nil, or 0% of the aggregate fees, were approved by the Audit Committee pursuant to the de minimis exception provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable

ITEM 16F.

CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable

ITEM 16G.

CORPORATE GOVERNANCE

Not applicable.

ITEM 16H.

MINE SAFETY DISCLOSURE

The Company is not currently required to disclose the information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

PART III

ITEM 17. FINANCIAL STATEMENTS

See “Item 18 – Financial Statements”.

ITEM 18. FINANCIAL STATEMENTS

Our financial statements are stated in Canadian Dollars and are prepared in accordance with International Financial Reporting Standards (“IFRS”).

Auditors’ Report dated August 21, 2015

Consolidated Statements of Financial Position at April 30, 2015 and 2014

Consolidated Statements of Operations and Comprehensive Loss for the years ended

April 30, 2015, 2014 and 2013

Consolidated Statements of Cash Flows for the years ended

April 30, 2015, 2014 and 2013

Consolidated Statements of Changes in Equity for the years ended

April 30, 2015, 2014 and 2013

Notes to the Consolidated Financial Statements for the year ended

April 30, 2015

JET METAL CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED APRIL 30, 2015

(Expressed in Canadian Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Directors of

Jet Metal Corp.

We have audited the accompanying consolidated financial statements of Jet Metal Corp., which comprise the consolidated statements of financial position as of April 30, 2015 and 2014, and the related consolidated statements of operations and comprehensive loss, cash flows, and changes in equity for the years ended April 30, 2015, 2014 and 2013, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Jet Metal Corp. as at April 30, 2015 and 2014 and its financial performance and its cash flows for the years ended April 30, 2015, 2014 and 2013 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

“DAVIDSON & COMPANY LLP”

Vancouver, Canada	Chartered Professional Accountants

August 21, 2015

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6

Telephone (604) 687-0947 Davidson-co.com

JET METAL CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT

(Expressed in Canadian Dollars)

	APRIL 30, 2015			APRIL 30, 2014

ASSETS

Current assets
Cash and cash equivalents	$	2,350,202		$	78,541
Marketable securities (Note 4)		-			55,159
Receivables		26,070			4,161
Prepaid expenses		32,258			34,470
		2,408,530			172,331

Available-for-sale investment (Note 5)		200,000			-

Exploration and evaluation assets (Note 7)		2,509,791			2,509,791

Deposit (Note 10)		100,000			-

Property and equipment (Note 6)		75,588			91,016

Reclamation bonds (Note 7)		31,267			28,269

	$	5,325,176		$	2,801,407

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Payables and accrued liabilities	$	203,055		$	256,201
Due to related parties (Note 10)		106,076			632,749
		309,131			888,950

Due to related party (Note 10)		206,810			-

Future reclamation provisions (Note 8)		20,807			19,267
		536,748			908,217
Equity
Capital stock (Note 9)		90,663,999			87,411,032
Reserves		21,475,351			21,475,351
Deficit		(107,350,922	)		(106,993,193	)
		4,788,428			1,893,190

	$	5,325,176		$	2,801,407

Nature of operations and going concern (Note 1)

Subsequent event (Note 16)

Approved on August 21, 2015 on behalf of the Board of Directors:

“Ken Brophy”	Director	“Stewart Wallis”	Director
Ken Brophy		Stewart Wallis

The accompanying notes are an integral part of these consolidated financial statements.

JET METAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED APRIL 30,

(Expressed in Canadian Dollars)

	2015			2014			2013

OPERATING ITEMS
Audit and accounting	$	7,024		$	22,775		$	124,087
Consulting		3,415			-			308,570
Depreciation (Note 6)		18,428			22,754			26,338
Director fees		-			-			39,467
Exploration and evaluation (Note 7)		21,481			34,225			2,835,066
Finance income		(17,599	)		(314	)		(22,158	)
Foreign exchange loss (gain)		4,059			(1,097	)		(465	)
Impairment of exploration and evaluation asset (Note 7)		-			3,160,618			6,043,241
Insurance		29,400			33,036			51,415
Interest (Note 8)		1,540			1,427			10,402
Investor relations		15,058			11,122			180,786
Legal		11,814			8,989			35,950
Management fees		-			142,533			411,368
Office and administration		65,899			87,331			167,188
Project development costs		-			-			66,471
Rent		56,104			40,632			123,066
Share-based compensation (recovery) (Note 9)		-			(45,250	)		626,364
Transfer agent and filing fees		110,088			124,896			109,625
Travel		-			252			48,547
Wages and salaries		213,310			252,999			705,024
		(540,021	)		(3,896,928	)		(11,890,352	)


Gain (loss) on asset disposal (Note 6)		600			-			(39,416	)
Gain on forgiveness and settlement of related party debt (Note 10)		184,141			-			-
Impairment of reclamation bonds (Note 7)		-			(41,852	)		-
Loss on marketable securities (Note 4)		(2,449	)		(28,503	)		(173,005	)
Other income – flow through premium		-			-			428,712
		182,292			(70,355	)		216,291
Net loss and comprehensive loss for the year	$	(357,729	)	$	(3,967,283	)	$	(11,674,061	)

Basic and diluted loss per common share	$	(0.02	)	$	(0.60	)	$	(1.77	)

Weighted average number of common share outstanding		19,659,075			6,578,035			6,578,218

The accompanying notes are an integral part of these consolidated financial statements.

JET METAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED APRIL 30,

(Expressed in Canadian Dollars)

	2015			2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year	$	(357,729	)	$	(3,967,283	)	$	(11,674,061	)
Items not affecting cash:
Change in future reclamation estimates		-			(2,053	)		-
Depreciation		18,428			22,754			26,338
Forgiveness and settlement of related party debt		(184,141	)		-			-
Impairment of exploration and evaluation assets		-			3,160,618			6,043,241
Impairment of reclamation bonds		-			41,852			-
Interest		1,540			1,427			10,402
Loss (gain) on asset disposal		(600	)		-			39,416
Loss on marketable securities		2,449			28,503			173,005
Other income – flow through premium		-			-			(428,712	)
Share-based compensation (recovery)		-			(45,250	)		626,364
Unrealized gain on foreign exchange		(2,998	)		(5,669	)		-
Non-cash working capital item changes:
Receivables		(21,909	)		16,669			80,431
Prepaid expenses		2,212			49,498			15,292
Payables and accrued liabilities		(53,146	)		(68,697	)		65,947
Due to related parties		190,604			264,915			188,185
Net cash used in operating activities		(405,290	)		(502,716	)		(4,834,152	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale investment		(200,000	)		-			-
Acquisition of exploration and evaluation assets		-			-			(224,816	)
Acquisition of property and equipment		(3,000	)		-			(45,554	)
Proceeds from sale of marketable securities		52,710			2,075			-
Proceeds from sale of property and equipment		600			-			8,648
Reclamation costs incurred		-			(17,268	)		-
Refund of reclamation bonds		-			-			292,507
Net cash from (used in) investing activities		(149,690	)		(15,193	)		30,785

CASH FLOWS FROM FINANCING ACTIVITIES
Deposit		(100,000	)		-			-
Proceeds from private placement		3,000,000			-			-
Repayment of related party term loan		(39,253	)		-			-
Share issue costs		(34,106	)		-			(46,481	)
Net cash from (used in) financing activities		2,826,641			-			(46,481	)

Net change in cash and cash equivalents during the year		2,271,661			(517,909	)		(4,849,848	)

Cash and cash equivalents, beginning of the year		78,541			596,450			5,446,298
Cash and cash equivalents, end of the year	$	2,350,202		$	78,541		$	596,450
Cash and cash equivalents
Cash	$	127,202		$	55,541		$	556,070
Liquid short term investments		2,223,000			23,000			40,380
	$	2,350,202		$	78,541		$	596,450
Cash (paid) received for
Interest	$	991		$	-		$	-
Taxes	$	-		$	-		$	-

Supplemental disclosures with respect to cash flows (Note 11)

The accompanying notes are an integral part of these consolidated financial statements.

JET METAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in Canadian Dollars)

	Capital Stock
	Number of Shares			Amount			Reserves			Deficit			Total

Balance, April 30, 2012		6,578,218		$	87,457,513		$	20,894,237		$	(91,351,849	)	$	16,999,901
Share issue costs - cash		-			(46,481	)		-			-			(46,481	)
Share-based compensation		-			-			626,364			-			626,364
Loss for the year		-			-			-			(11,674,061	)		(11,674,061	)

Balance, April 30, 2013		6,578,218			87,411,032			21,520,601			(103,025,910	)		5,905,723
Common shares cancelled due to fractional rounding		(183	)		-			-			-			-
Share-based compensation (recovery)		-			-			(45,250	)		-			(45,250	)
Loss for the year		-			-			-			(3,967,283	)		(3,967,283	)

Balance, April 30, 2014		6,578,035			87,411,032			21,475,351			(106,993,193	)		1,893,190
Private placement		20,000,000			3,000,000			-			-			3,000,000
Share issue costs - cash		-			(34,106	)		-			-			(34,106	)
Common shares issued for debt		1,640,416			287,073			-			-			287,073
Loss for the year		-			-			-			(357,729	)		(357,729	)

Balance, April 30, 2015		28,218,451		$	90,663,999		$	21,475,351		$	(107,350,922	)	$	4,788,428

The accompanying notes are an integral part of these consolidated financial statements.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Jet Metal Corp. (the "Company" or “Jet Metal”) is an exploration stage company whose common shares trade on the TSX Venture Exchange and the OTC Markets Group’s OTCQB Marketplace. The Company is in the business of acquiring, exploring and evaluating mineral resource properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. The Company is incorporated under the laws of British Columbia. All of the Company’s resource properties are currently located in North America. The address of the Company’s registered office is #1240 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E 4G1.

The Company is in the process of exploring and evaluating its exploration and evaluation assets and has not yet determined whether the properties contain mineral reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of those mineral reserves and upon future profitable production.

The Company voluntarily delisted its common shares from the NYSE MKT and its common shares were transferred to and began trading July 1, 2013 on the OTC Markets Group’s OTCQB Marketplace. The Company also voluntarily delisted its common shares from the Toronto Stock Exchange and its common shares were transferred to and began trading January 20, 2014 on the TSX Venture Exchange.

During the year ended April 30, 2014, the Company consolidated its common shares on the basis of one post-consolidated share for every ten pre-consolidated common shares held (Note 9). All references to share and per share amounts have been retroactively restated to reflect this share consolidation.

These consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”) on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. At present, the Company has no producing properties and consequently has no current operating income or cash flows. The continuing operations of the Company are dependent upon the Company’s ability to continue to raise adequate financing and to commence profitable operations in the future. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.

As at April 30, 2015, the Company had working capital of $2,099,399 (April 30, 2014 – working capital deficit of $716,619) and a deficit of $107,350,922 (April 30, 2014 – $106,993,193). Management has assessed that this working capital is sufficient for the Company to maintain its operations and activities for the upcoming fiscal year.

These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.

2. BASIS OF PRESENTATION

a) Significant accounting judgements and estimates

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, shareholders’ equity, and the disclosure of contingent assets and liabilities, as at the date of the financial statements, and expenses for the years reported.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (continued)

a) Significant accounting judgements and estimates (continued)

Critical Judgements

The preparation of these consolidated financial statements requires management to make judgements regarding the going concern of the Company, as previously discussed in Note 1, as well as the determination of functional currency. The functional currency is the currency of the primary economic environment in which an entity operates, and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries has been determined to be the Canadian dollar.

Key Sources of Estimation Uncertainty

Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and such differences could be significant.

Significant estimates made by management affecting the consolidated financial statements include:

Share-based Payments

Estimating fair value for granted stock options and compensatory warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option or warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them.

Deferred Tax Assets and Liabilities

The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.

Recoverability of Exploration and Evaluation Assets

Useful Life of Property and Equipment

Property and equipment is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience, and take into consideration the anticipated physical life of the asset, the potential for technological obsolescence, and regulations.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (continued)

a) Significant accounting judgements and estimates (continued)

Key Sources of Estimation Uncertainty (continued)

Future Reclamation Provision

The Company assesses its provision for reclamation related to its exploration and evaluation activities at each reporting period or when new material information becomes available. Accounting for reclamation obligations requires management to make estimates of the future costs that will be incurred to complete the reclamation to comply with existing laws and regulations. Actual future costs that will be incurred may differ from those amounts estimated as a result of changes to environmental laws and regulations, timing of future cash flows, changes to future costs, technical advances, and other factors. In addition, the actual work required may prove to be more extensive than estimated because of unexpected geological or other technical factors. The measurement of the present value of the future obligation is dependent on selection of suitable discount rate and the estimate of future cash outflows. Changes to either of these estimates may materially affect the present value calculation of the obligation.

b) Approval of the consolidated financial statements

The consolidated financial statements of the Company for the year ended April 30, 2015 were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on August 21, 2015.

c) Basis of presentation

These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries, and have been prepared on a historical cost basis, except for certain financial instruments classified as fair value through profit or loss, and available-for-sale, which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for certain cash flow information.

d) Statement of compliance

These consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Boards (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).

e) Basis of consolidation

These consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, Target Exploration and Mining Corp. (“Target”), Crosshair Energy USA, Inc. (“Crosshair USA”), Gemini Metals Corp. (“Gemini”) as well as The Bootheel Project LLC (“BHP LLC”) in which the Company has a 81% interest. A wholly owned subsidiary is an entity in which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. All intercompany transactions and balances have been eliminated on consolidation.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (continued)

e) Basis of consolidation (continued)

Details of the Company’s subsidiaries are as follows:

Name	Place of incorporation	Interest %	Principal activity
Target Exploration and Mining Corp.	British Columbia, Canada	100% ownership by the Company	Exploration and evaluation of mineral properties
Crosshair Energy USA, Inc.	Nevada, United States	100% ownership by Target	Exploration and evaluation of mineral properties
Bootheel Project LLC	Colorado, United States	81% ownership by Crosshair USA	Exploration and evaluation of mineral properties
Gemini Metals Corp.	British Columbia, Canada	100% ownership by the Company	In-active subsidiary

3. SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents include cash, demand deposits and highly liquid interest bearing investments that are readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

Financial Instruments

All financial instruments are initially recognized at fair value on the statement of financial position. The Company has classified each financial instrument into one of the following categories: (1) financial assets or liabilities at fair value through profit or loss (“FVTPL”), (2) loans and receivables, (3) financial assets available-for-sale, (4) financial assets held-to maturity, and (5) other financial liabilities. Subsequent measurement of financial instruments is based on their classification.

Financial assets and liabilities at FVTPL are subsequently measured at fair value with changes in those fair values recognized in net earnings. Financial assets “available-for-sale” are subsequently measured at fair value with changes in fair value recognized in other comprehensive income (loss), net of tax. If fair value is not reliably measurable, available-for-sale financial assets are measured at amortized cost.

Financial assets “held-to-maturity”, “loans and receivables”, and “other financial liabilities” are subsequently measured at amortized cost using the effective interest method. The Company’s financial assets and liabilities are recorded and measured as follows:

Asset or Liability	Category	Measurement
Cash and cash equivalent	FVTPL	Fair value
Marketable securities	FVTPL	Fair value
Receivables	Loans and receivables	Amortized cost
Available-for-sale investment	Available-for-sale	Amortized cost
Reclamation bonds	Held to maturity	Amortized cost
Payables and accrued liabilities	Other liabilities	Amortized cost
Due to related parties	Other liabilities	Amortized cost

The Company determines the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments (continued)

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.

Level 3 – Valuations in this level are those with inputs for the asset or liability that are not based on observable market

data.

Cash and cash equivalents and marketable securities have been measured at fair value using Level 1 inputs.

Exploration and Evaluation Assets

Costs incurred before the Company has obtained the legal rights to explore an area are expensed. Costs to acquire exploration and evaluation assets are capitalized as incurred. Costs related to the exploration and evaluation of exploration and evaluation assets are expensed as incurred. The Company considers mineral rights to be assets and accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights. The Company considers each exploration and evaluation asset to be a separate cash generating unit.

Any option payments received by the Company from third parties or tax credits refunded to the Company are credited to the capitalized cost of the exploration and evaluation asset or shown as an expense recovery depending on the nature of the activity generating the refund. If payments received exceed the capitalized cost of the exploration and evaluation asset, the excess is recognized as income in the year received. The amounts shown for exploration and evaluation assets do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.

Future Reclamation Provisions

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of reclamation of mineral interests (exploration and evaluation assets). The net present value of future rehabilitation cost estimates is capitalized to the related assets along with a corresponding increase in the reclamation provision in the period incurred. Discount rates using a pre-tax rate that reflects the time value of money are used to calculate the net present value.

The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related assets with a corresponding entry to the reclamation provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit or loss for the period.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Equipment

Equipment is carried at cost, less accumulated depreciation and accumulated impairment losses.

The cost of an item of equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Depreciation is provided at rates calculated to write off the cost of equipment, less its estimated residual value, using the declining balance method at the following rates per annum:

Exploration equipment 20%

Storage containers 10%

Impairment

At each financial position reporting date the carrying amounts of the Company’s long-lived assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use, which is the present value of future cash flows expected to be derived from the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period.

For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Flow-Through Shares

Canadian income tax legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures. The Company accounts for flow-through shares whereby the premium, if any, paid for the flow-through shares in excess of the market value of the shares without flow-through features at the time of issue is initially recorded to other liability and then included in income at the same time the qualifying expenditures are made.

Loss Per Share

Basic loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period.

For diluted per share computations, assumptions are made regarding potential common shares outstanding during the period. The weighted average number of common shares is increased to include the number of additional common shares that would be outstanding if, at the beginning of the period, or at time of issuance, if later, all options and warrants are exercised. Proceeds from exercise are used to purchase the Company’s common shares at their average market price during the period, thereby reducing the weighted average number of common shares outstanding. If these computations prove to be anti-dilutive, diluted loss per share is the same as basic loss per share.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Share-Based Payments

The Company grants stock options to buy common shares of the Company to directors, officers, employees and service providers. The Company recognizes share-based compensation expense based on the estimated fair value of the options. A fair value measurement is made for each vesting instalment within each option grant and is determined using the Black-Scholes option-pricing model. The fair value of the options is recognized over the vesting period of the options granted as both share-based compensation expense and reserves. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods. The reserves account is subsequently reduced if the options are exercised and the amount initially recorded is then credited to capital stock.

In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of the goods or services received.

Income Taxes

Income tax on profit or loss for the year comprises of current and deferred tax. Current tax is the expected tax paid or payable on the taxable income for the year, using tax rates enacted or substantively enacted at the statement of financial position date, and any adjustment to tax paid or payable in respect of previous years.

Deferred tax is recorded by providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the period that includes the date of the enactment or substantive enactment of the change. Deferred tax assets and liabilities are presented separately except where there is a right of set-off within fiscal jurisdictions.

Foreign Currency Translation

The functional currency of the Company and its subsidiaries is the Canadian dollar. The reporting currency of the Company is the Canadian dollar. Transactions denominated in foreign currency are translated into Canadian dollars at the rate of exchange in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies have been translated into Canadian dollars at the rate of exchange in effect at the statement of financial position date, while non-monetary assets and liabilities are translated at historical rates. Revenue and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Any gains or losses resulting from translation have been included in the statement of operations and comprehensive loss.

New Accounting Pronouncements Adopted

The following accounting standard was adopted as of May 1, 2014 and did not have a material impact on the consolidated financial statements of the Company.

Amendments to IAS 32, Financial Instruments: Presentation, were effective for annual periods beginning on or after January 1, 2014 and relate to offsetting financial assets and financial liabilities.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

New Accounting Pronouncement

The following accounting pronouncement has been made, but is not yet effective for the Company as at April 30, 2015. The Company is currently evaluating the impact of the amended standards on its consolidated financial statements.

4. MARKETABLE SECURITIES

	Canadian Zinc Corp. (TSE: CZN)			Ausroc Metals Ltd. (formerly AusAmerican Mining Ltd.) (ASX: ARK)			Expedition Mining Inc. (CVE: EXU)			Total


Cost

Balance at April 30, 2013	$	2,695,052		$	97,024		$	1,000,000		$	3,792,076
Dispositions		(236,716	)		-			-			(236,716	)
Balance at April 30, 2014		2,458,336			97,024			1,000,000			3,555,360
Dispositions		(2,458,336	)		-			(1,000,000	)		(3,458,336	)
Balance at April 30, 2015		-			97,024			-			97,024

Adjustments to Fair Value

Balance at April 30, 2013		(2,677,405	)		(84,490	)		(944,444	)		(3,706,339	)
Adjustment for the year		240,895			(12,534	)		(22,223	)		206,138
Balance at April 30, 2014		(2,436,510	)		(97,024	)		(966,667	)		(3,500,201	)
Adjustment for the year		2,436,510			-			966,667			3,403,177
Balance at April 30, 2015		-			(97,024	)		-			(97,024	)

Fair Value

At April 30, 2014	$	21,826		$	-		$	33,333		$	55,159
At April 30, 2015	$	-		$	-		$	-		$	-

During the year ended April 30, 2015, the Company sold 54,565 common shares of Canadian Zinc Corporation and 2,222,222 common shares of Expedition Mining Inc. for net proceeds of $21,543 and $31,167, respectively.

During the year ended April 30, 2014, the Company exchanged 321,940 common shares of Messina Minerals Inc. for 54,565 common shares of Canadian Zinc Corporation as a result of the acquisition of Messina Minerals Inc. by Canadian Zinc Corporation. Prior to this exchange, the Company sold 31,000 common shares of Messina Minerals Inc. for net proceeds of $2,075.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

5. AVAILABLE-FOR-SALE INVESTMENT

On February 27, 2015, the Company purchased 1,000,000 common shares of Voleo, Inc. (“Voleo”) at a price of $0.20 per common share for an aggregate purchase price of $200,000. Voleo is developing mobile applications and software platforms to meet the investment expectations of millennial investors. It has built a functional prototype and designed a consumer version which is in development. Voleo expects to have its first product available for launch in 2016.

A director of Voleo is a significant shareholder of the Company.

6. PROPERTY AND EQUIPMENT

	Exploration Equipment		Storage Containers		Total

Cost

Balance at April 30, 2013 and 2014	$	298,586	$	-	$	298,586
Additions		-		3,000		3,000
Balance at April 30, 2015		298,586		3,000		301,586

Accumulated Depreciation

Balance at April 30, 2013		184,816		-		184,816
Depreciation		22,754		-		22,754
Balance at April 30, 2014		207,570		-		207,570
Depreciation		18,203		225		18,428
Balance at April 30, 2015		225,773		225		225,998

Net Book Value

At April 30, 2014	$	91,016	$	-	$	91,016
At April 30, 2015	$	72,813	$	2,775	$	75,588

During the year ended April 30, 2015, the Company sold property and equipment with a net book value of $Nil for proceeds of $600, resulting in a gain on disposal of $600.

7. EXPLORATION AND EVALUATION ASSETS

The following table illustrates acquisition costs:

	Central Mineral Belt (“CMB”)
	Moran Lake, Otter / Portage Lake			Silver Spruce		Total

Balance at April 30, 2013	$	3,160,618		$	2,509,791	$	5,670,409
Impairment		(3,160,618	)		-		(3,160,618	)
Balance at April 30, 2014 and 2015	$	-		$	2,509,791	$	2,509,791

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

7. EXPLORATION AND EVALUATION ASSETS (continued)

The following table illustrates the exploration and evaluation expenditures incurred during the year ended April 30, 2015:

	Bootheel Project

Administration	$	27,367
Reporting		1,925
Recovery – JV Partner		(7,811	)
	$	21,481

The following table illustrates the exploration and evaluation expenditures incurred during the year ended April 30, 2014:

	CMB		Bootheel Project			Other			Total

Administration (recovery)	$	560	$	34,673		$	(16	)	$	35,217
Reclamation costs		-		10,921			-			10,921
Recovery – JV Partner		-		(11,913	)		-			(11,913	)
	$	560	$	33,681		$	(16	)	$	34,225

The following table illustrates the exploration and evaluation expenditures incurred during the year ended April 30, 2013:

	Central Mineral Belt (“CMB”)
	Moran Lake, Otter / Portage Lake			Silver Spruce			Bootheel Project			Golden Promise		Juniper Ridge		Total

Administration	$	10,434		$	-		$	45,981		$	-	$	44,902	$	101,317
Drilling & trenching		731,850			-			13,433			-		328,080		1,073,363
Geology		1,456,437			-			35,816			24,524		339,683		1,856,460
Geophysics		11,591			-			-			-		44,918		56,509
Hydrology		-			-			271			-		-		271
Metallurgy		-			-			-			-		15,892		15,892
Permitting		-			-			-			-		37,395		37,395
Reclamation costs		-			-			-			22,741		-		22,741
Recovery – JV Partner		-			-			(28,882	)		-		-		(28,882	)
JCEAP(1) grant received		(150,000	)		(150,000	)		-			-		-		(300,000	)
	$	2,060,312		$	(150,000	)	$	66,619		$	47,265	$	810,870	$	2,835,066

(1) Junior Company Exploration Assistance Program

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

7. EXPLORATION AND EVALUATION ASSETS (continued)

Central Mineral Belt (“CMB”)

Moran Lake Property

Pursuant to an agreement dated October 14, 2004, the Company acquired an option to earn a 90% interest, subject to a 2% net smelter royalty (“NSR”) and a 10% carried interest to the vendor, in the Moran Lake Property, a uranium prospect located in Central Labrador, Newfoundland and Labrador, Canada. The agreement was amended on March 1, 2005 to include additional claims adjacent to the Moran Lake Property, known as Moran Heights.

The Company previously issued 40,000 common shares, made cash payments totaling $575,000 and spent more than the required minimum $3,000,000 on project expenditures. In connection with the option agreement to earn its 90% interest in the Moran Lake Property, the Company was involved in a dispute with the original vendor of the Moran Lake Property, Mr. Murphy, regarding the timing of advance royalty payments. On December 5, 2011, the Company settled the litigation. Under the terms of the settlement, the Company made a cash payment of $600,000 and issued 119,361 common shares. All litigation was discontinued and Mr. Murphy acknowledged that the Company’s 90% interest in the CMB Uranium/Vanadium Project vested and any requirement for a bankable feasibility study was irrevocably waived. The Company was required to make advance royalty payments of $200,000 per year commencing in November 2012. Accordingly, the Company paid an advance royalty payment of $200,000 in November 2012. Had the Company brought the Moran Lake Property into production, the advance royalty payments would have been deducted against any NSR owed to the original vendor of the property.

On November 1, 2013, the Company exercised its right to abandon those mineral claims that form the Moran Lake Property and terminated the related agreement to discharge the Company from any further obligations with respect to the Moran Lake Property. As a result, the Company recorded an impairment of $2,484,868 to operations during the year ended April 30, 2014.

Otter/Portage Lake Property

Pursuant to an agreement dated December 2, 2005, the Company acquired a 100% interest, subject to a 1.5% NSR, in the Otter and Portage Lake Properties located in the Central Mineral Belt of Labrador.

During the year ended April 30, 2014, the Company abandoned these properties and recorded an impairment of $675,750 to operations in relation to the Otter and Portage Lake Properties.

Silver Spruce Property Amalgamation

In July 2008, the Company entered into an agreement with Expedition Mining Inc. ("Expedition"), formerly known as Universal Uranium Ltd., and acquired all of Expedition's interest (60%) in its joint venture project with Silver Spruce Resources Inc. in Labrador. Currently the Company has a 100% interest in the property subject to a 2% net smelter royalty payable to Silver Spruce and a 2% net smelter royalty payable to Expedition Mining Inc. on 60% of any production from the Silver Spruce Property.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

7. EXPLORATION AND EVALUATION ASSETS (continued)

Bootheel Project

On March 31, 2009, the Company acquired an interest in the Bootheel Property in Wyoming, USA through the acquisition of Target. Under a series of agreements between UR-Energy USA Inc. (“URE”), several of its subsidiaries, Target and Crosshair USA, a wholly owned subsidiary of Target, the Company could earn a 75% interest in BHP LLC, subject to certain royalties, by completing expenditures totalling US$3,000,000 on or before June 7, 2011. The Company made these expenditures, and additional expenditures, which increased its holdings to 81%. The Company, through Target, has earned an 81% interest in BHP LLC, representing an 81% interest in the underlying Bootheel Property.

Under agreements dated February 5, 2008 between MJ Ranches Inc. and Crosshair USA as manager, BHP LLC leased MJ Ranches Inc.’s 75% ownership of certain minerals on fee land that adjoins the Bootheel Property. The initial term of the agreement was for five years with provision for two renewals. Payment for the initial five year term was US$252,651 paid in advance, increased for inflation for the renewal periods. The acquired mineral rights were subject to a sliding scale royalty tied to the sales price of uranium. The “Uranium Lease and Surface and Damage Agreement” and “Surface Impact Agreement” expired in February 2013. On June 7, 2013, the Company announced that BHP LLC has been unable to reach an agreement with MJ Ranches Inc. on terms which more accurately reflect current market conditions. Certain portions of the mineral resources included in the Technical Report issued by the Company, dated October 27, 2012, are located on those lands which were subject to the mineral lease with MJ Ranches Inc. Accordingly, during the year ended April 30, 2013, the Company recorded an impairment of $3,727,724 to operations.

Golden Promise

Golden Promise Property

On April 29, 2009, the Company acquired a 60% interest in the Golden Promise Gold Project in Central Newfoundland, Canada from Paragon Minerals Corp. (“Paragon”). On May 31, 2013, the Company and Paragon terminated the Golden Promise Option and Joint Venture Agreement and as a result, the Company recorded an impairment of $1,401,128 to operations during the year ended April 30, 2013.

Southern Golden Promise (Victoria Lake)

The Company had earned a 62.02% interest in mineral claims located in the Botwood Basin area of Central Newfoundland known as Southern Golden Promise in consideration for issuing a total of 10,000 common shares and incurring a minimum of $1,750,000 exploration expenditures within specified deadlines.

During the year ended April 30, 2014, the Company abandoned the Southern Golden Promise property.

Juniper Ridge Uranium Property

On October 29, 2010, the Company signed a definitive agreement with Strathmore Resources Ltd., a wholly owned subsidiary of Strathmore Minerals Corp., to acquire the Juniper Ridge Uranium Property. On November 30, 2012, the Company announced that it terminated this agreement and as a result, $914,389 of the capitalized costs were written off to operations during the year ended April 30, 2013.

Reclamation Bonds

As at April 30, 2015, the Company had outstanding reclamation bonds for the Bootheel Property of US$25,800 (April 30, 2014 - US$25,800) registered with the Wyoming Department of Environmental Quality and State Office of Lands and Investment.

During the year ended April 30, 2014, the Company recorded an impairment of reclamation bonds in the amount of $41,852 due to collectability concerns in relation to properties that have been abandoned.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

8. FUTURE RECLAMATION PROVISIONS

	April 30, 2015		April 30, 2014

Beginning balance	$	19,267	$	37,161
Change in estimates1		-		(2,053	)
Interest		1,540		1,427
Reclamation expenses incurred		-		(17,268	)
Ending balance	$	20,807	$	19,267

1 The Company revised its prior estimates based on new information regarding potential future reclamation costs, and the estimated dates of abandonment of the interests in exploration and evaluation assets.

As of April 30, 2015 and 2014, the balance of future reclamation provisions relates to the Moran Lake Property which the Company abandoned during the year ended April 30, 2014 (Note 7). Although the Company no longer has title to the Moran Lake Property, it anticipates to incur cleanup costs in the future. The timing of the cleanup costs is uncertain.

The total undiscounted amount of estimated cash flows required to settle the obligations is approximately $20,000, which was adjusted for inflation at the rate of 2% and discounted at 8%.

9. CAPITAL STOCK AND RESERVES

Common share and share purchase warrant issuances

The Company issued the following common shares and share purchase warrants during the year ended April 30, 2015:

On December 9, 2014, the Company issued 612,500 common shares valued at $107,188 to settle amounts payable to MJM Consulting Corp. totaling $91,875 (Note 10). This resulted in a loss on settlement of debt in the amount of $15,313.

On December 9, 2014, the Company issued 1,027,916 common shares valued at $179,885 to settle amounts payable to King & Bay West Management Corp. totaling $154,187 (Note 10). This resulted in a loss on settlement of debt in the amount of $25,698.

On September 16, 2014, the Company closed a non-brokered private placement and issued 20,000,000 units at a price of $0.15 per unit for gross proceeds of $3,000,000. Each unit consists of one common share and one common share purchase warrant. Each common share purchase warrant is exercisable to acquire one common share for a period of 5 years at an exercise price of $0.25. The Company paid cash commission to certain arm’s length parties in the amount of $6,450 and cash share issue costs in the amount of $27,656.

There were no common share or share purchase warrant issuances during the years ended April 30, 2014 or 2013.

During the year ended April 30, 2014, the Company consolidated its common shares on the basis of one post-consolidated share for every ten pre-consolidated common shares held (Note 1). All references to share and per share amounts have been retroactively restated to reflect this share consolidation.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

9. CAPITAL STOCK AND RESERVES (continued)

Share purchase warrants

The following is a summary of warrant activities during the years ended April 30, 2013, 2014 and 2015:

	Number of Warrants			Weighted Average Exercise Price

Outstanding, April 30, 2012		2,242,246		$	8.71
Expired		(1,325,000	)	$	10.04
Outstanding, April 30, 2013		917,246		$	6.79
Expired		(917,246	)	$	6.79
Outstanding, April 30, 2014		-			-
Issued		20,000,000		$	0.25
Outstanding, April 30, 2015		20,000,000		$	0.25

As at April 30, 2015, the Company had the following share purchase warrants outstanding:

Outstanding	Exercise Price	Remaining Life (Years)	Expiry Date

20,000,000	$0.25	4.39	September 16, 2019

Stock options

The Company’s Stock Option Plan is a 10% rolling plan that allows a maximum 10% of the issued shares to be reserved for issuance under the plan. Options granted under the plan may not have a term exceeding 10 years and vesting provisions are at the discretion of the Board of Directors.

The following is a summary of stock option activities during the years ended April 30, 2013, 2014 and 2015:

	Number of Stock Options			Weighted Average Exercise Price

Outstanding, April 30, 2012		660,012		$	11.03
Forfeited		(35,000	)	$	7.39
Expired		(25,049	)	$	30.42
Outstanding, April 30, 2013		599,963		$	10.43
Forfeited		(187,250	)	$	6.75
Expired		(70,500	)	$	12.55
Outstanding, April 30, 2014		342,213		$	12.01
Forfeited		(232,750	)	$	12.70
Expired		(83,463	)	$	10.10
Outstanding, April 30, 2015		26,000		$	11.95

At April 30, 2015, the following stock options were outstanding to directors, officers and employees:

Outstanding	Exercisable	Exercise Price	Remaining Life (Years)	Expiry Date

20,000	20,000	$14.40	0.64	December 21, 2015
6,000	6,000	$3.80	1.99	April 24, 2017
26,000	26,000

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

9. CAPITAL STOCK AND RESERVES (continued)

Share-based compensation

The Company recognizes compensation expense for all stock options granted using the fair value based method of accounting. For the year ended April 30, 2015, the Company recorded share-based compensation expense of $Nil (April 30, 2014 – recovery of $45,250; April 30, 2013 – expense of $626,364) for options forfeited or vesting during the period. No stock options were granted during the years ended April 30, 2014 or 2015.

10. RELATED PARTY TRANSACTIONS

Related parties and related party transactions impacting the consolidated financial statements not disclosed elsewhere in these consolidated financial statements are summarized below and include transactions with the following individuals or entities:

Key management personnel

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors, corporate officers, including the Company’s Chief Executive Officer, Chief Financial Officer, and Vice Presidents.

Remuneration attributed to key management personnel for the years ended April 30, 2015, 2014 and 2013 is summarized as follows:

	April 30, 2015		April 30, 2014		April 30, 2013

Share-based compensation	$	-	$	27,463	$	405,876
Short-term benefits(1)		50,751		207,723		933,802
	$	50,751	$	235,186	$	1,339,678

(1)	include base salaries and directors’ fees, pursuant to contractual employment or consultancy arrangements, management and consulting fees

The Company had a consulting agreement with the former Executive Chairman of the Company that provided for a lump sum payment of $150,000 on termination by the Company or $450,000 in the event of a change of control of the Company. This agreement was terminated by the former Executive Chairman of the Company as of December 31, 2013 and as result, no termination payment was required to be paid by the Company.

Other related party transactions and balances

King & Bay West Management Corp. (“King & Bay West”): King & Bay West is an entity owned by the former Executive Chairman of the Company, who remains an insider of the Company, and provides administrative, management, geological, regulatory, tax, business development and corporate communications services to the Company.

Transactions entered into with related parties other than key management personnel during the years ended April 30, 2015, 2014 and 2013 include the following:

	April 30, 2015		April 30, 2014		April 30, 2013

King & Bay West	$	299,470	$	303,832	$	1,234,170

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

10. RELATED PARTY TRANSACTIONS (continued)

Deposit as at April 30, 2015 consists of a security deposit in the amount of $100,000 (April 30, 2014 - $Nil) paid to King & Bay West in accordance with the management services agreement between King & Bay West and the Company (the “Management Services Agreement”). Upon termination of the Management Services Agreement, the security deposit will be applied to the final invoice rendered by King & Bay West to the Company.

Amounts due to related parties as at April 30, 2015 included the following:

King & Bay West, controlled by the former Executive Chairman and insider of the Company - $312,886 (April 30, 2014 - $540,874). The amount due to King & Bay West consists of current and non-current amounts payable of $106,076 (April 30, 2014 - $540,874) and $206,810 (April 30, 2014 - $Nil), respectively. The non-current amount payable to King & Bay West becomes due on September 16, 2016.

·	MJM Consulting Corp., controlled by the former Executive Chairman and insider of the Company - $Nil (April 30, 2014 - $91,875).

The amounts due to related parties are non-interest bearing.

Debt settlement

On September 16, 2014, the Company entered into a debt settlement agreement with King & Bay West and MJM Consulting Corp. (the “Debt Settlement Agreement”). Under the terms of the Debt Settlement Agreement, King & Bay West agreed to forgive $246,063, including Goods and Services Tax of $20,911, payable by the Company, restructure $246,063 payable by the Company into a non-interest bearing two year term loan, and convert $154,187 payable by the Company into 1,027,916 fully paid and non-assessable common shares of the Company. These common shares were valued at $179,885 and resulted in a loss on settlement of debt in the amount of $25,698. In addition, MJM Consulting Corp. agreed to convert $91,875 payable by the Company into 612,500 fully paid and non-assessable common shares of the Company. These common shares were valued at $107,188 and resulted in a loss on settlement of debt in the amount of $15,313. The common shares were issued on December 9, 2014 (Notes 9 and 11).

During the year ended April 30, 2015, the Company applied payments in the amount of $39,253 (April 30, 2014 - $Nil) to the non-interest bearing two year term loan due to King & Bay West.

11. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

The Company had the following significant non-cash transactions affecting cash flows from investing or financing during the year ended April 30, 2015:

·	On December 9, 2014, the Company issued 612,500 common shares valued at $107,188 to settle amounts payable to MJM Consulting Corp. totaling $91,875 (Notes 9 and 10).

·	On December 9, 2014, the Company issued 1,027,916 common shares valued at $179,885 to settle amounts payable to King & Bay West totaling $154,187 (Notes 9 and 10).

·	On September 16, 2014, the Company realized a gain on forgiveness and settlement of related party debt in the amount of $184,141 pursuant to the Debt Settlement Agreement (Note 10).

There were no significant non-cash transactions affecting cash flows from investing or financing activities during the years ended April 30, 2014 or 2013.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

12. INCOME TAXES

The following is a reconciliation of income taxes attributable to operations computed at the statutory tax rates to income tax recovery.

	April 30, 2015			April 30, 2014			April 30, 2013

Loss for the year	$	(357,729	)	$	(3,967,283	)	$	(11,674,061	)

Expected income tax recoverable at statutory rate		(93,000	)		(1,002,000	)		(2,919,000	)
Permanent differences		(47,000	)		(8,000	)		82,000
Share issuance costs		(9,000	)		-			(12,000	)
Impact of different subsidiary tax rates and other		49,000			(614,000	)		(513,000	)
Change in unrecognized deductible temporary differences		125,000			1,565,000			2,713,000
Losses expired		19,000			-			-
Impact on flow-through shares		-			-			649,000
Adjustment to prior years provision versus statutory tax rates		(44,000	)		59,000			-
Total income tax recovery	$	-		$	-		$	-

The significant components of the Company’s unrecognized temporary differences and tax losses are as follows:

	April 30, 2015		Expiry Date Range		April 30, 2014

Temporary Differences

Exploration and evaluation assets	$	44,447,000	No expiry date		$	44,272,000
Investment tax credit		1,151,000		2028		1,151,000
Equipment		579,000	No expiry date			513,000
Canadian eligible capital (CEC)		1,000	No expiry date			1,000
Share issue costs		137,000		2036 - 2039		396,000
Future reclamation provision		21,000	No expiry date			19,000
Marketable securities		97,000	No expiry date			3,500,000
Allowable capital losses		1,703,000	No expiry date			-
Non-capital losses available for future period – Canada		22,444,000		2016 - 2035		22,576,000
Non-capital losses available for future period – United States		2,035,000		2028 - 2033		1,559,000

Tax attributes are subject to review and potential adjustment by tax authorities.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

13. SEGMENTED INFORMATION

The Company operates in one reportable operating segment, being the acquisition, exploration and evaluation of mineral properties in North America.

	April 30, 2015		April 30, 2014

Exploration and evaluation assets

Canada	$	2,509,791	$	2,509,791

Property and equipment

United States	$	2,002	$	2,502
Canada		73,586		88,514
	$	75,588	$	91,016

Reclamation bonds

United States	$	31,267	$	28,269

14. CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and evaluation of its exploration and evaluation assets, acquire additional mineral property interests and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes its components of equity.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets.

In order to maximize ongoing development efforts, the Company does not pay out dividends. Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable given the relative size of the Company.

The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the year.

15. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and price risk.

JET METAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2015

(Expressed in Canadian Dollars)

15. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (continued)

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company is subject to credit risk on its cash and cash equivalents and receivables. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. The Company has no investments in asset-backed commercial paper. The Company’s receivables consist mainly of Goods and Services Tax receivable due from the Government of Canada. The Company does not believe it is exposed to significant credit risk

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

The Company manages liquidity risk through its capital management as outlined in Note 14. As a result of financing and debt restructuring completed during the year ended April 30, 2015, management believes the Company has sufficient funds to support ongoing operating expenditures and meet its liabilities as they fall due.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity and equity prices, and foreign exchange rates.

(a)	Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

(b)	Price risk

(c)	Currency risk

16. SUBSEQUENT EVENT

The following reportable event occurred subsequent to the year ended April 30, 2015:

·	On May 15, 2015, 5,000 stock options with an exercise price of $3.80 were forfeited.

ITEM 19. EXHIBITS

1.1(1)

Certificate of Incorporation dated September 2, 1966

1.2(1)

Memorandum dated August 31, 1966

1.3(1)

Certificate of Conversion to Public Company dated February 20, 1967

1.4(1)

Certificate of Name Change from Shasta Mines & Oil Ltd. (NPL) to International Shasta Resources Ltd dated February 4, 1975

1.5(1)

Certificate of Name Change from International Shasta Resources Ltd. to Consolidated Shasta Resources Inc dated May 20, 1994

1.6(1)

Certificate of Name Change from Consolidated Shasta Resources Inc. to Lima Gold Corporation dated November 23, 1994

1.7(1)

Certificate of Name Change from Lima Gold Corporation to International Lima Resources Corp. dated September 21, 1999

1.8(1)

Certificate of Name Change from International Lima Resources Corp. to Crosshair Exploration & Mining Corp. dated March 1, 2004

1.9(1)

Transition Application and Notice of Articles transitioning from the former Company Act (British Columbia) to the Business Corporations Act (British Columbia) dated June 1, 2004

1.10(1)

Notice of Alteration removing the Pre-Existing Company Provisions filed September 30, 2004

1.11(1)

Notice of Alteration increasing the authorized share capital from 100,000,000 common shares to an unlimited number of common shares filed March 11, 2005

1.12(1)

New Articles – 2004

1.13(9)

Certificate of Name Change from Crosshair Exploration & Mining Corp. to Crosshair Energy Corporation dated October 28, 2011.

1.14(10)

Certificate of Name Change from Crosshair Energy Corporation to Jet Metal Corp. dated September 17, 2013

2.1(10)

Specimen Common Share certificate

2.2(1)

Sample of Warrant Terms and Conditions

4.1(1)

Victoria Lake Property Agreement between Rubicon Minerals Corp. and the Company dated February 14, 2003. (This agreement is in relation to the South Golden Promise Property)

4.2(1)

1st Amended Agreement with Rubicon Minerals Corp. regarding Victoria Lake Property dated April 29, 2004. (This agreement relates to the South Golden Promise Property)

4.3(1)

2nd Amended Agreement with Rubicon Minerals Corp. regarding Victoria Lake Property dated November 16, 2004. (This agreement relates to the South Golden Promise Property)

4.4(2)

Golden Promise Agreement between Rubicon Minerals Corp. and the Company dated May 1, 2006

4.5(1)

Amended and Restated Moran Lake Agreement between Lewis Murphy and the Company dated March 1, 2005

4.6(10)

Stock Option Plan dated as of January 2, 2014

4.7(10)

Sample Stock Option Agreement

4.8	Management Services Agreement with King & Bay West Management Corp. dated September 16, 2014

4.9(4)

Amended and Restated Shareholder Rights Plan Agreement with Computershare Investor Services Inc. dated as of November 19, 2007, as amended and restated March 31, 2008

4.10	Warrant Indenture between the Company and Computershare Trust Company of Canada dated September 16, 2014

4.11	[Intentionally left blank]

4.12(6)

Purchase and Sale Agreement between the Company and Expedition dated July 29, 2008

4.13(6)

Settlement and Release Agreement made among Expedition, Silver Spruce and the Company dated July 29, 2008

4.14(6)

Combination Agreement made among the Company, 0843540 B.C. Ltd. and Target dated January 28, 2009

4.15(6)

Golden Promise Option and Joint Venture Agreement between the Company and Paragon dated April 8, 2009

4.16(6)

List of Jet Subsidiaries

4.17(6)

The Bootheel Project, LLC Exploration, Development & Mine Operating Agreement among 448018 Exploration, Inc., NFUR Bootheel, LLC, Target Exploration and Mining Corp., Ur-Energy USA Inc. and NFU Wyoming LLC dated June 7, 2007

4.18(7)

Amendment No. 1 to The Bootheel Project, LLC Exploration, Development & Mine Operating Agreement dated December 21, 2007

4.19(6)

Uranium Lease and Surface and Damage Agreement between 448018 Exploration, Inc. and M J Ranches dated February 5, 2008

4.20(6)

Assignment of Uranium Lease and Surface and Damage Agreement between 448018 Exploration, Inc. and The Bootheel Project, LLC dated April 11, 2008

4.21(6)

Surface Impact Agreement between 448018 Exploration, Inc. and M J Ranches dated February 5, 2008

4.22(6)

Assignment of Surface Impact Agreement between 448018 Exploration, Inc. and The Bootheel Project, LLC dated April 11, 2008

4.23(8)

Juniper Ridge Agreement between Strathmore Resources (US) Ltd., Strathmore Minerals Corp., the Company and 448018 Exploration, Inc. dated October 29, 2010

4.24(9)

Moran Lake Co-Ownership Agreement between the Company and Lewis Murphy dated December 5, 2011

11.1(3)

Code of Ethics

12.1	Section 302 CEO Certification

12.2	Section 302 CFO Certification

13.1	Section 906 CEO Certification

13.2	Section 906 CFO Certification

15.1	Consent of Author – C. Stewart Wallis, P. Geo

15.2	Consent of Author – Hrayr Agnerian, M.Sc. (Applied), P. Geo

_________________

(1)

Filed as an exhibit to our Registration Statement on Form 20-F filed April 25, 2006.

(2)

Filed as an exhibit to our Registration Statement on Form 20-F filed July 21, 2006.

(3)

Filed as an exhibit to our Form 6-K filed April 8, 2009.

(4)

Filed as an exhibit to our Form 6-K filed April 16, 2008.

(5)

Filed as an exhibit to our Form 6-K filed January 29, 2009.

(6)

Filed as an exhibit to our Annual Report on Form 20-F filed June 25, 2009.

(7)

Filed as an exhibit to our Annual Report on Form 20-F filed July 29, 2010.

(8)

Filed as an exhibit to our Annual Report on Form 20-F filed July 29, 2011.

(9)

Filed as an exhibit to our Annual Report on Form 20-F filed July 24, 2012.

(10)

Filed as an exhibit to our Annual Report on Form 20-F filed August 25, 2014.

GLOSSARY OF GEOLOGICAL TERMS

The following is a glossary of certain geological terms used in this Form 20-F Annual Report:

Anomalous means having a geochemical or geophysical character which deviates from regularity.

Anticline means a fold with strata sloping downward on both sides from a common crest.

Archean means of or relating to the oldest known rocks, those of the Precambrian Eon, Basalt means a hard, dense, dark volcanic rock composed chiefly of plagioclase, pyroxene, and olivine, and often having a glassy appearance.

Breccia means fragmental rock whose components are angular and, therefore, as distinguished from conglomerates, are not water worn. May be sedimentary or formed by crushing or grinding along faults.

Chert means variety of silica containing microcrystalline quartz.

Claim means the area that confers mineral exploration/exploitation rights to the registered (mineral/mining) holder under the laws of the governing jurisdiction.

Clastic means a sedimentary rock composed of fragments from pre-existing rock.

Conglomerate means a composite rock made up of particles of varying size.

Contiguous means adjacent.

Diamond Drill means a type of rotary drill in which the cutting is done by abrasion rather than percussion. The cutting bit is set with diamonds and is attached to the end of long hollow rods through which water is pumped to the cutting face. The drill cuts a core of rock which is recovered in long cylindrical sections, an inch or more in diametre.

Dolostone means a sedimentary rock composed primarily of dolomite, a mineral made up of calcium, magnesium, carbon, and oxygen.

eU3O8 means equivalent uranium as determined from a gamma log measured by a downhole probe. Expressing the uranium content in this manner is standard industry practice for uranium exploration in the USA.

Fault means a fracture in a rock along which there has been relative movement between the two sides either vertically or horizontally.

Foliation means the layered structure common to metamorphic rocks.

Fracture means breaks in rocks due to intensive folding or faulting.

Galena means a soft blue-gray mineral; a major source of lead.

Geological means pertaining to geology, the study of the planet earth – the materials of which it is made, the processes that act on these materials, the products formed, and the history of the planet and its life forms since its origin.

Geochemical means the chemistry of the composition and alterations of the solid matter of the earth or a celestial body.

Geophysics means the study of the earth by quantitative physical methods.

Gneisses means a banded or foliated metamorphic rock, usually of the same composition as granite.

Granite means plutonic igneous rock having visibly crystalline texture; generally composed of feldspar and mica and quartz.

Graphitic means pertaining to, containing, derived from, or resembling, graphite.

Greywacke means a variety of sandstone generally characterized by its hardness, dark color, and poorly-sorted, angular grains of quartz, feldspar, and small rock fragments set in a compact, clay-fine matrix.

Hematite means an iron ore that is a natural iron oxide that is reddish or brown in colour.

Host means a rock or mineral that is older than rocks or minerals introduced into it.

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. This definition is from the Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral Resources and Mineral Reserves adopted on December 11, 2005.

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. This definition is from the Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral Resources and Mineral Reserves adopted on December 11, 2005.

Intrusion means a rock formed by having moved while in a molten state into pre-existing rocks.

Limestone means a sedimentary rock consisting mainly of calcium that was deposited by the remains of marine animals.

Mafic means relating to or being a dark-coloured igneous group of minerals that have high magnesium and iron content.

Mineral Resource means a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.

Mineralization means the concentration of metals and their chemical compounds within a body of rock.

Mudstone means a detrital sedimentary rock composed of clay-sized particles.

Net Smelter Return and NSR means the amount of the excess, if any, of Revenue, less Costs. All or any exploration, development and mine construction costs and interest thereon are not to be charged or deducted from the NSR.

NI 43-101 means National Instrument 43-101 Standards of Disclosure for Mineral Projects, as adopted by the Canadian Securities Administrators effective December 30, 2005.

Paleoproterozoic means adjective implying conditions between 1.6 billon years ago and 2.5 billion years ago.

Pyrite means a cubic iron sulfide mineral with a brassy metallic luster that is used as an iron ore, as a source of sulfur, and in the production of sulfuric acid.

Quartz means a mineral composed of silicon dioxide.

Sandstone means a type of sedimentary rock made up of particles of sand, mostly quartz, bound together with a mineral cement, along with some feldspar, mica and rock debris.

Shale means a fine-grained detrital sedimentary rock, formed by the compaction of clay, silt, or mud

Siltstone means a form of fine-grained sandstone consisting of compressed silt.

Soil sampling means the systematic collection of soil samples at a series of different locations in order to study the distribution of soil geochemical values.

Stratigraphy means Cultural remains and natural sediments become buried over time, forming strata.

Striae means grooves on a rock surface caused by the movement of a glacier over the rock. Provides a direction for tracing boulders to their source.

Strike means the direction or trend of a geologic structure.

Syncline means a fold in rocks in which the rock layers dip inward from both sides toward the axis.

Tuff means hard volcanic rock composed of compacted volcanic ash.

UTM grid means Universal Transverse Mercator grid.

Vein means a thin sheet-like intrusion into a fissure or crack, commonly quartz-bearing.

Volcanic means a description of rocks originating from volcanic activity.

SIGNATURES

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

JET METAL CORP.

/s/ Jim Crawford

By: Jim Crawford

Chief Executive Officer

Date: August 25, 2015

EXHIBIT 4.8

MANAGEMENT SERVICES AGREEMENT

BETWEEN

KING & BAY WEST MANAGEMENT CORP.

AND

JET METAL CORP.

SEPTEMBER 16, 2014

Table of Contents

ARTICLE 1 INTERPRETATION		1
1.1	Definitions	1
1.2	Interpretation	3
1.3	Choice of Law	4
1.4	Currency	4
1.5	Attornment	4
1.6	Ambiguities	4
ARTICLE 2 APPOINTMENT AND DELEGATION		4
2.1	Appointment as Management and Delegation: Management Services	4
2.2	Exclusivity	7
2.3	Appointment of Agents	7
ARTICLE 3 CONCERNING MANAGER; REPRESENTATIONS AND WARRANTIES		7
3.1	Standard of Care	7
3.2	Representations and Warranties	8
3.3	Liability of Manager	10
3.4	Relationship of Manager and the Managed Entity	11
3.5	Other Activities of Manager	12
3.6	Directors and Officers Liability Insurance	13
ARTICLE 4 SHARED FACILITIES		13
4.1	Use of Shared Facilities	13
ARTICLE 5 FEES AND PAYMENTS		13
5.1	Budgets Relating to Services	13
5.2	Fees Payable by Managed Entity	13
5.3	Change in Services	14
5.4	Invoice	14
5.5	Payment	14
5.6	Interest	14
5.7	Proration	15
5.8	Payments in Respect of Taxes	15
5.9	Security Deposit	15
5.10	Excluded Services	15
ARTICLE 6 TERM AND TERMINATION		16
6.1	Term of Agreement	16
6.2	Termination of Agreement	16

Table of Contents

6.3	Conduct After Notice of Termination	16
6.4	Conduct After Termination	17
ARTICLE 7 RECORDS AND REPORTING		17
7.1	Records and Reporting	17
7.2	Audit Right	18
7.3	Inspection Right of Manager	18
ARTICLE 8 INDEMNIFICATION		19
8.1	Indemnification of Manager	19
ARTICLE 9 CONFIDENTIALITY AND NON-SOLICITATION		20
9.1	Confidentiality	20
9.2	Injunctive Relief	21
9.3	Return of Confidential Information	21
9.4	Non-Solicitation	22
9.5	Survival	22
ARTICLE 10 FORCE MAJEURE		22
10.1	Force Majeure	22
ARTICLE 11 GENERAL PROVISIONS		23
11.1	Exchange Acceptance	23
11.2	Further Assurances	24
11.3	Assignment	24
11.4	Enurement	24
11.5	Entire Agreement	24
11.6	Notice	24
11.7	Amendment	25
11.8	Severability	25
11.9	Counterpart Execution	25
11.10	Effective Date	25
11.11	Arbitration	25

THIS MANAGEMENT SERVICES AGREEMENT made effective as of the 16th day of

September, 2014.

BETWEEN:

KING & BAY WEST MANAGEMENT CORP., a company incorporated under the laws of the Province of British Columbia (“Manager”)

- and -

JET METAL CORP., a company incorporated under the laws of the Province of British Columbia (the “Managed Entity”)

WHEREAS the Managed Entity requires office space, furnishings and equipment, communications facilities, accounting services, secretarial services, geotechnical services and the administrative services and personnel necessary to fulfil the basic day-to-day responsibilities imposed on the Managed Entity, to carry out and ensure compliance with the requirements of a reporting issuer, and to generally carry on its business, and has no permanent staff to perform these duties;

AND WHEREAS Manager has the necessary space, equipment, personnel and expertise to provide all of the services and facilities required by the Managed Entity and the Managed Entity wishes to engage Manager to provide such services and facilities;

NOW THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the covenants herein contained and such other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the Parties), the Parties hereby agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement, the following terms will have the meanings set out below unless the context otherwise requires:

“Affiliate” of a person (the “Subject Person”) means any other person that directly or indirectly controls, is controlled by or is under common control with the Subject Person. For purposes of this definition, “control” of a person means (i) ownership of more than 50% of the issued shares or other equity interests of such person or (ii) the power to direct the management or policies of a person, whether through the ownership of more than 50% of the voting power of such person, through the power to appoint more than half of the members of the board of directors or similar governing body of such person, or through contractual or other arrangements;

“Annual Budget” means, in respect of any Fiscal Year, an annual budget estimating the costs, on a monthly basis, of providing the Services and access to, and use of the assets contained in, the Shared Facilities, such budget to include a reasonable description of the method and basis for determining the costs to be allocated;

“Applicable Law” means, with respect to any person, property, transaction, event or other matter, any law, rule, statute, regulation, order, judgment, decree, treaty or other requirement having the force of law (collectively the “Law”) relating or applicable to such person, property, transaction, event or other matter. Applicable Law also includes, where appropriate, any interpretation of the Law (or any part) by any person having jurisdiction over it, or charged with its administration or interpretation;

“Confidential Information” means the confidential, secret or proprietary information of one Party or any of its Affiliates (the “Disclosing Party”), including data, technical information, financial information including prices, business information including business plans, strategies and practices, information relating to customers and prospective customers, trade secrets, know-how, methods, procedures, reports, budgets, computer tapes and other storage media, technology, files, documentation, and software of the Disclosing Party which has been or may hereafter be disclosed, directly or indirectly, to any other Party (the “Receiving Party”) either orally, in writing, electronically or in any other material form or medium pursuant to and in conjunction with this Agreement, and includes all information relating to any arbitration proceeding under Section 11.11;

“Disclosing Party” has the meaning ascribed thereto in the definition of “Confidential Information” set out herein;

“Documentation” has the meaning ascribed thereto in Section 7.1;

“Exchange” means whichever of the TSX Venture Exchange or Toronto Stock Exchange lists the Managed Entity’s Securities as applicable;

“Fiscal Year” means a twelve month period proposed by the Manager and agreed to by the Managed Entity, acting reasonably;

“Force Majeure Event” has the meaning ascribed thereto in Section 10.1;

“G&A Overhead Charge” has the meaning ascribed thereto in Section 4.1;

“Governmental Authority” means any nation, federal government, province, state, municipality or other political subdivision of any of the foregoing, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“Group Entity” means the Managed Entity and any other person that the Manager provides management services to pursuant to an agreement similar to this Agreement;

“including” means including, without limitation, and “includes” means includes, without limitation;

“Parties” means Manager and Managed Entity and “Party” means any one of them;

“Receiving Party” has the meaning ascribed thereto in the definition of “Confidential Information”;

“Security Deposit” has the meaning ascribed thereto in Section 5.9;

“Services” has the meaning ascribed thereto in Section 2.1;

“Shared Facilities” has the meaning ascribed thereto in Section 4.1; and

“Taxes” includes all goods and services, sales, use, transfer, stamp, value added, gross receipts or excise tax or any similar taxes, fees, duties or imposts.

1.2 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided:

(a)	the headings in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or interpretation;

(b)	words importing the singular number include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders;

(c)	“this Agreement” means this Agreement, including the Schedules hereto, and not any particular Section or other subdivision, recital or Schedule hereof, as the same may, from time to time, be supplemented or amended in accordance with the terms hereof;

(d)	the words “hereof”, “herein”, “hereto” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, recital or Schedule hereof;

(e)	all references in this Agreement to a designated “Section” or other subdivision, recital or “Schedule” hereof are references to the designated Section or other subdivision, recital or Schedule to, this Agreement;

(f)

a reference to a statute in this Agreement includes all regulations, rules, policies or instruments made thereunder, all amendments to the statute, regulations, rules, policies or instruments in force from time to time, and any statutes, regulations, rules, policies or instruments that supplement or supersede such statute, regulations, rules, policies or instruments;

(g)	the word “or” is not exclusive;

(h)	the word “including” is not limiting, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto; and

(i)	all references to “approval”, “authorization” or “consent” in this Agreement means written approval, authorization or consent, unless expressly stated to the contrary.

1.3 Choice of Law

This Agreement will be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be construed, interpreted and performed in accordance therewith.

1.4 Currency

In this Agreement, all amounts are stated and payable in Canadian currency.

1.5 Attornment

Subject to Section 11.11, any legal action or proceedings with respect to this Agreement shall be brought in the courts of the Province of British Columbia and the courts of appeal therefrom. Each Party hereby attorns to and accepts for itself and in respect of its assets, irrevocably and unconditionally, the jurisdiction of such courts.

1.6 Ambiguities

Each of the Parties has participated in the drafting of this Agreement and any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply to the interpretation of this Agreement.

ARTICLE 2

APPOINTMENT AND DELEGATION

2.1 Appointment as Manager and Delegation: Management Services

The Managed Entity hereby engages and appoints Manager as the sole and exclusive manager of the Managed Entity and delegates to Manager, and Manager hereby accepts such sole and exclusive engagement and appointment as well as the delegation of, authority to manage the assets, operations, business and administrative affairs of the Managed Entity. Manager hereby agrees to supply to the Managed Entity all services, staff and expertise as determined necessary by the Manager to properly and efficiently manage the assets, operations, business and administrative affairs of the Managed Entity. In particular, but without limitation, Manager agrees to provide, as may be required and at the specific request of the Managed Entity:

(a)	senior executive services, including, without limitation, business planning, support, guidance and policy making in respect of the Managed Entity;

(b)	general management services in respect of the business and affairs of the Managed Entity, including providing, as requested by the Managed Entity, individuals for such executive positions as may be required by the Managed Entity;

(c)	accounting and financial services, including coordination and management of the Managed Entity’s accounting, treasury, information, income tax, reporting systems and internal controls;

(d)	cash management and investment services, including arranging, assisting and negotiating banking and financing arrangements for the Managed Entity and assisting in the preparation of financial statements and other financial reports, coordinating external audits and financial planning and budgeting;

(e)	reporting services to the Managed Entity’s directors with respect to the business and affairs of the Managed Entity as may be requested by the Managed Entity’s directors from time to time;

(f)	corporate secretarial services, including, without limitation, assistance with the maintenance of corporate records and minutes of meetings;

(g)	stock exchange and governmental relations services including, without limitation, assisting in the representation of the Managed Entity to the Exchange, securities commissions or other governmental and regulatory agencies;

(h)	the coordination of such audit, legal, insurance and other third party professional or non-professional services in respect of the Managed Entity as determined necessary by Manager (it being understood and agreed that the fees and expenses of third parties will be expenses of the Managed Entity);

(i)

incidental assistance with corporate communications programs, including investor relationship management, branding of the Managed Entity, and corporate brochures regarding the Managed Entity; provided that these services shall not constitute professional investor relations services under the rules of the Exchange, if applicable, or other securities regulatory policies;

(j)	information technology services, including updating and maintenance of the Managed Entity’s website;

(k)

the coordination of risk management services including, without limitation, risk assessment, evaluation of insurance coverages, negotiation with insurance brokers, carriers and underwriters and processing and administration of insurance claims and including loss prevention services, health and safety advisory services and property risk management;

(l)	procurement and logistical services including the acquisition of equipment, supplies and services and the administration of the Managed Entity’s commercial agreements;

(m)

negotiation, on behalf of and in the name of the Managed Entity, of agreements with the Managed Entity’s customers and other material contracts with third parties necessary for the proper operation of business and assets of the Managed Entity, including with respect to the items listed in this Section 2.1;

(n)	human resources and staffing services including, without limitation, advisory and administration services relating to employee hiring, employee relations, compensation programs, employee benefit programs and personnel and industrial relations matters;

(o)	assessment, negotiation and implementation, on behalf of and in the name of the Managed Entity, of major acquisitions and sales of subsidiaries, businesses or assets;

(p)	the preparation and filing of all required tax returns for the Managed Entity and reports to governmental and regulatory agencies in compliance with all statutory regulations;

(q)	the co-ordination and submission, on behalf of and in the name of the Managed Entity, of applications for all necessary permits, licenses or other required approvals from Governmental Authorities;

(r)	the management of the defence and prosecution of litigation and other legal services furnished by independent counsel and providing advice and recommendations with respect thereto;

(s)

the furnishing of the full range of technical and evaluation services with respect to equipment, processes and techniques related to the operations of the Managed Entity to include inter alia geotechnical services such as geologic sampling, mapping, oversight and management of drilling and geophysical surveys, 3D modeling and resource calculation, geological database management and information retention;

(t)	oversight of joint ventures, options and similar arrangements, on behalf of and in the name of the Managed Entity, including representation by the Manager’s personnel on technical or management committees;

(u)

provide technical reporting to the standards required under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), such reporting to include the necessary approvals and certifications of such of the Manager’s personnel as necessary who meet the qualifications of a ‘qualified person’ as that term is defined in NI 43-101; and

(v)	the management of community relations and communications with the various stakeholders including local towns, First Nations and requisite government agencies and departments; and

(w)	such other executive functions in connection with the management of the business and affairs of the Managed Entity as determined necessary or advisable by Manager,

(collectively, the “Services”).

2.2 Exclusivity

The Managed Entity shall not engage or appoint any person other than the Manager to manage the Managed Entity or its assets, operations, business or administrative affairs, without the written prior consent of the Manager.

2.3 Appointment of Agents

(a)

Notwithstanding that the Managed Entity has engaged and appointed the Manager as the sole and exclusive manager of the Managed Entity pursuant to Section 2.1, Manager shall have the right to provide the Services, or any part thereof, through agents, affiliates or independent contractors; provided that Manager shall ensure that such agents, affiliates or independent contractors comply with the terms and conditions of this Agreement that are relevant to the performance of their assigned tasks. Manager shall ensure that such agents, affiliates or independent contractors contractually are legally responsible for their conduct under the standards applicable to Manager pursuant to this Agreement.

(b)	Manager may rely and act upon information or advice received from advisors, accountants, legal counsel and others, provided Manager satisfies the standard of care described in Section 3.1 in relying and acting upon information received from such person.

ARTICLE 3

CONCERNING MANAGER; REPRESENTATIONS AND WARRANTIES

3.1 Standard of Care

Manager shall provide the Services in a proper, workmanlike and efficient manner, in accordance with accepted mining industry and other relevant professional standards, practices and applicable laws, and shall exercise that degree of care, and skill that a reasonably prudent person would exercise in comparable circumstances. The Manager shall not be in breach of its standard of care if its inability or failure to perform results from the actions of the Managed Entity or the failure of the Managed Entity to perform acts or to contribute amounts required of it by this Agreement.

For greater certainty, the foregoing standard of care by the Manager is qualified as follows:

(a)	Manager shall not provide any services in respect of which a registration of the Manager in any capacity would be required under applicable securities laws or other Applicable Laws;

(b)	the Managed Entity acknowledges that although during the course of providing the Services, Manager may provide the Managed Entity assistance with tax, accounting or legal matters, but the Managed Entity shall not be relying on Manager for advice or opinions on tax, accounting or legal matters;

(c)	the Managed Entity specifically acknowledges Manager shall at no time provide the Managed Entity with any tax or accounting advice, opinion, analysis or similar services;

(d)

the Managed Entity specifically acknowledges Manager shall at no time provide the Managed Entity with any legal advice, opinion, analysis or similar services, including with respect to the interpretation or enforcement of any rights, obligations, duties or remedies that the Managed Entity may have in any matter and that any communication between the Managed Entity and Manager shall not necessarily be considered to be legally privileged; and

(e)

the use of the Services by the Managed Entity shall not result in the creation of a client-solicitor relationship between the Managed Entity and Manager, including any internal legal counsel employed by Manager or its Affiliates (the “Internal Counsel”) and it is understood by the Managed Entity that any Internal Counsel has no professional duty to or fiduciary relationship with the Managed Entity and that any such duty is owed solely to Manager. During the course of Manager providing the Services, the Managed Entity may have access to legal work product of Internal Counsel (the “Internal Legal Product”). The Managed Entity acknowledges that to the extent it has access to any Internal Legal Product, the Managed Entity shall not rely on such Internal Legal Product as professional legal advice.

3.2 Representations and Warranties

(a)	Manager represents and warrants to the Managed Entity, and acknowledges that the Managed Entity is relying thereon, that:

(i)

it is a valid and subsisting corporation duly incorporated under the laws of its jurisdiction of incorporation and has full corporate power and capacity to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate proceedings and obtained all necessary approvals in respect thereof and, upon execution and delivery of this Agreement by it, this Agreement will constitute a legal, valid and binding obligation of Manager enforceable against it in accordance with its terms except that:

(A)	enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally;

(B)	equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of an arbitrator or any court having jurisdiction; and

(C)	a court may stay proceedings before them by virtue of equitable or statutory powers.

(ii)	neither the execution of this Agreement nor the provision of Services hereunder conflict with, result in a breach of or accelerate the performance required by any agreement to which it, or any of its Affiliates, is a party;

(iii)

neither the execution of this Agreement nor the consummation of the transactions contemplated hereby, result in a breach of the laws of any applicable jurisdiction or its, or any of its Affiliates constating documents; and

(iv)	its articles permit the delegation of authority to manage the assets, operations, business and administrative affairs of the Managed Entity to the Manager pursuant to Section 2.1.

(b)	Managed Entity represents and warrants to the Manager, and acknowledges that Manager is relying thereon, that:

(i)

it is a valid and subsisting corporation duly incorporated under the laws of its jurisdiction of incorporation and has full corporate power and capacity to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate proceedings and obtained all necessary approvals in respect thereof and, upon execution and delivery of this Agreement by it, this Agreement will constitute a legal, valid and binding obligation of Managed Entity enforceable against it in accordance with its terms except that:

(A)	enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally;

(B)	equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of an arbitrator or any court having jurisdiction; and

(C)	a court may stay proceedings before them by virtue of equitable or statutory powers.

(ii)	neither the execution of this Agreement nor the consummation of the transactions contemplated hereby conflict with, result in a breach of or accelerate the performance required by any agreement to which it is a party;

(iii)

neither the execution of this Agreement nor the consummation of the transactions contemplated hereby, result in a breach of the laws of any applicable jurisdiction or its constating documents;

(iv)

the operations of the Managed Entity and its Affiliates have been and are now conducted in compliance with all Applicable Laws and none of the Managed Entity or any of its Affiliates has received any notice of any alleged violation of any such Applicable Laws, other than non-compliance or violations which, individually or in the aggregate, would not be material;

(v)

the audited consolidated financial statements for the Managed Entity as at and for its most recently completed financial year, including the notes thereto and the reports by the auditors thereon, and the interim consolidated financial statements for the Managed Entity for its most recently completed quarterly period, including the notes thereto, have been prepared in accordance with GAAP applied on a basis consistent with prior periods and all Applicable Laws and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial position and results of operations of the Managed Entity as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto); and

(vi)

the Managed Entity has filed with all applicable Governmental Authorities true and complete copies of all public disclosure documents that the Managed Entity is required to file therewith under applicable securities laws. These public disclosure documents at the time filed: (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (b) complied in all material respects with the requirements of applicable securities laws.

3.3 Liability of Manager

Manager shall not be liable for any error of judgment or for any loss suffered by the Managed Entity in connection with the matters to which this Agreement relates, except a loss resulting from fraud, wilful misconduct or Gross Negligence. For purposes of this Agreement “Gross Negligence” means any wanton or reckless act or omission not justified by any special circumstances as amounts to a wilful and utter disregard for harmful and avoidable consequences, but shall not include any act or omission of an Manager done or omitted to be done, if resulting from:

(a)	the direction of, or with the knowledge and concurrence, of the Managed Entity; or

(b)	an action taken in good faith by an Manager to protect life, health or property.

Notwithstanding anything herein contained to the contrary, in no event whatsoever will the Manager, its directors, officers, employees, agents, contractors or affiliates, be liable for any claim for:

(i)	punitive, exemplary or aggravated damages of any kind;

(ii)	damages for loss of profits or revenue, decline in earnings, decline in production, loss of opportunities, or loss of goodwill;

(iii)

indirect or consequential losses or any other indirect damages or loss;

(iv)	contribution, indemnity or set-off in respect of any claims against the Managed Entity by any third party; or

(v)	any damages whatsoever relating to interruption, delays, errors or omissions.

(vi)	Notwithstanding the provisions of any legislation in Canada or otherwise and whether or not advised of the possibility of those damages.

Without limiting the generality of the above Sections 3.3(a)-(b) and 3.3(i)-(vi), the maximum total liability of the Manager, and its suppliers, directors, officers, agents, representatives, shareholders and employees, for any claim whatsoever, under any circumstances, regardless of the cause of action and including without limitation claims for breach of contract, tort, negligence or otherwise, and the Managed Entity’s sole remedy therefore, shall be strictly limited to an award not to exceed the greater of:

(x)

$500,000; and

(y)

the amount of fees actually paid by the Managed Entity to the Manager under the terms of this Agreement during the six (6) months prior to the date that the claim arose.

3.4 Relationship of Manager and the Managed Entity

(a)

The provision by Manager of the Services under this Agreement shall be strictly as an independent contractor. Nothing contained in this Agreement shall create or imply any agency relationship among or between any of the Parties or any of their Affiliates, nor shall this Agreement be deemed to constitute a joint venture or partnership between the Parties or any of their Affiliates, nor shall this Agreement create any fiduciary relationship between the Parties or any of their Affiliates.

(b)

Unless otherwise agreed to between the Managed Entity and Manager, any directors, officers, consultants or employees of Manager or its Affiliates who are also directors, officers, consultants or employees of the Managed Entity or any of their Affiliates shall be paid by the Manager for serving in such capacity and shall not receive any remuneration from the Managed Entity therefore, except for stock

options or other share based compensation granted by the Managed Entity in its sole discretion.

3.5 Other Activities of Manager

The Managed Entity acknowledges that, notwithstanding that the Managed Entity has engaged and appointed the Manager as the sole and exclusive manager of the Managed Entity pursuant to Section 2.1, Manager has management and administrative responsibilities and contracts with other persons, companies and entities. The Managed Entity therefore agrees that Manager may provide management and administrative services to such other persons and entities which are the same or different from the Services provided to the Managed Entity by Manager, even though such other persons or entities may be competitors of the Managed Entity, or operate in the same or similar industries as, operate in the same geographic region as, or pursue the same commodities as, the Managed Entity, provided that such services administered to other third parties does not limit the Manager’s abilities to perform the Services to the Managed Entity.

Manager shall not be obligated to provide any information or advice to the Managed Entity respecting resource property prospects and opportunities which come to the attention of Manager, its Affiliates or their respective personnel, unless such prospects and opportunities:

(a)

relate to an interest in mineral rights (or investments in, or acquisitions of, persons which directly or indirectly own such an interest in mineral rights, but excluding shareholdings less than five percent (5%) of a person’s aggregate issued share capital) which are located within a ten (10) kilometre radius of the existing mineral rights of the Managed Entity or of any of its subsidiaries in relation to which any significant and relevant Confidential Information has been provided to Manager, or which was generated by Manager on behalf of the Managed Entity, in connection with providing the Services;

(b)	can be demonstrated to have been discovered by Manager primarily as a result of the provision of Services to the Managed Entity; or

(c)	opportunities that are presented to Manager by any third party for the express benefit of or for the specific attention of the Managed Entity,

(“Prohibited Opportunities”).

The Manager shall promptly notify the Managed Entity of any Prohibited Opportunities obtained or identified by Manager during the term of this Agreement, but nothing herein shall be deemed to be Gross Negligence on the part of Manager if some Prohibited Opportunity is overlooked or not discovered, it being the intention of this Section 3.5 only to prevent Manager from misappropriating Prohibited Opportunities. An opportunity which the Managed Entity confirms in writing to Manager that it shall not pursue shall in no event be deemed to be a Prohibited Opportunity.

The Managed Entity acknowledges that Manager is expected to be regularly exposed to resource property opportunities in the ordinary course and may receive resource property prospects and opportunities as a consequence of the services that it provides to other persons, companies or

entities or otherwise. The Managed Entity also acknowledges that Manager may receive unsolicited proposals and opportunities from sources wholly unrelated to the Managed Entity or any Group Entity and that those opportunities (other than Prohibited Opportunities) are as well acknowledged by the Managed Entity to be the sole property of Manager which may retain same for its own benefit or elect to transfer them to the Managed Entity, or any other person, company or entity managed by the Manager or any other third party in the Manager’s sole discretion.

3.6 Directors and Officers Liability Insurance

During the term of this Agreement, the Managed Entity shall at all times maintain in good standing a Directors and Officers liability insurance with coverage acceptable to the directors and officers provided by the Manager.

ARTICLE 4

SHARED FACILITIES

4.1 Use of Shared Facilities

The Managed Entity shall have access to, and use of the assets contained in, the facilities set out on Schedule 4.1 (the “Shared Facilities”). The allocation of costs for the Shared Facilities to the Managed Entity shall be determined by the Manager on a monthly basis, based on actual costs plus fifteen percent (15%) (the “G&A Overhead Charge”). The G&A Overhead Charge will be allocated by the Manager to the Managed Entity on an equitable basis generally reflecting the head count of the individuals providing services to the Managed Entity as compared to the head count of the individuals providing services to other Group Entities that have access to the Shared Facilities.

ARTICLE 5

FEES AND PAYMENT

5.1 Budgets Relating to Services

Manager shall prepare and deliver to the Managed Entity an Annual Budget. In the event that Manager anticipates that the total annual costs of providing the Services during the Fiscal Year will exceed the costs outlined in an Annual Budget by greater than twenty percent (20%), Manager shall use commercially reasonable efforts to inform the Managed Entity of such increased costs as soon as the Manager is aware of such increased cost. Any additional cost shall be allocated in the same manner and on the same basis as costs for similar line items have been allocated in the Annual Budget for that Fiscal Year. Notwithstanding the foregoing, Manager shall not be required to itself bear the cost of any material departures from the Annual Budget. Nothing contained in this Agreement shall oblige Manager, in the absence of express agreement to the contrary, to incur any indebtedness for or on behalf of, or advance any credit to the Managed Entity.

5.2 Fees Payable by Managed Entity

Fees payable to the Manager by the Managed Entity will consist of the following components:

(a)

time spent by Manager’s personnel. See Schedule 5.2 for the personnel and hourly rates of Manager’s personnel as at the date of this Agreement. The Manager may, from time to time provide a new personnel and hourly rate schedule to the Managed Entity, provided that any changes to personnel and hourly rates shall not take effect until sixty (60) days after the delivery of a new personnel and hourly rate schedule to the Managed Entity;

(b)	the G&A Overhead Charge; and

(c)	other reasonable services and costs that may be incurred by Manager on behalf of the Managed Entity and approved by the Managed Entity.

5.3 Change in Services

In the event that the Managed Entity determines during a Fiscal Year, following the delivery of an Annual Budget, that it requires any change in the Services it receives, the Managed Entity shall provide notice to Manager and the quantity and level of Services shall be changed as agreed between the Parties, acting reasonably. The costs of such change shall be (i) determined in the same manner and on the same basis as in the Annual Budget, and (ii) allocated to, and paid by, the Managed Entity, unless otherwise agreed by the Parties. The quantity and level of Services provided at the end of a Fiscal Year shall form the basis of the quantity and level of Services to be included in the Annual Budget for the following Fiscal Year, unless otherwise agreed to in writing by the Parties. Manager cannot materially change the quantity or level of Services provided to the Managed Entity pursuant to an Annual Budget without the prior written consent of the Managed Entity.

5.4 Invoice

Invoices will be issued by Manager to the Managed Entity on a monthly basis.

5.5 Payment

The Managed Entity shall pay each invoice delivered pursuant to Section 5.4 within ten (10) days of receipt. The Managed Entity also agrees to advance funds against written cash calls (in the form of invoices) for reasonably immediate expenditure requirements of Manager (such as to pay for or secure services, to secure equipment, contractors, deposits and the like) and to honour all agreements which Manager enters into in good faith on behalf of the Managed Entity with third parties in the course of performing the Services.

Manager shall provide the Managed Entity with such further information as it may reasonably request in relation to any amount shown on any invoices delivered in accordance with this Section 5.5, including reasonably satisfactory evidence of any reimbursable costs and expenses.

5.6 Interest

If either Party defaults in the payment when due of any sum payable under this Agreement (howsoever determined) the liability of such Party shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (as well after as

before judgment) at the rate of eight percent (8%) per annum. Such interest shall accrue from day to day.

5.7 Proration

All fees payable under this Agreement shall be computed on a calendar month basis and shall be prorated for any partial month.

5.8 Payments in Respect of Taxes

The amounts to be billed by Manager for the Services and third party costs under this Agreement may be subject to GST, HST or other general sales tax, value added tax or any like service or sales tax or withholding tax which may be payable from time to time. All amounts payable under this Agreement shall be paid by the Managed Entity free and clear of any deductions or claims for set-offs, including for withholding taxes. If any amounts are required to be withheld by Applicable Law, the Managed Entity shall be obliged to pay an additional amount over the amount invoiced as shall leave Manager receiving the same net amount as the Manager invoiced the Managed Entity for. Any such additional amount paid for withholding by the Managed Entity shall be refunded if recovered by Manager and Manager shall promptly apply to recover or reduce any such withholding amounts.

5.9 Security Deposit

Upon execution of this Agreement the Managed Entity shall pay to the Manager a security deposit (the “Security Deposit”) equal to the Manager’s estimated amount of the fees for three months of Services. If the quantity and level of Services materially increases during the term of this Agreement, the Managed Entity, upon the written request of the Manager, shall pay to the Manager an increased Security Deposit equal to the Manager’s estimated amount of the increase in fees for three months of Services at the then-current levels above the original estimate. Upon termination of this Agreement, the Security Deposit will be applied to the Manager’s final invoice and, if the Security Deposit exceeds such invoice, the outstanding remainder of the Security Deposit will be refunded to the Managed Entity in accordance with Section 6.4(b).

5.10 Excluded Services

Services provided by the Manager are described in Section 2.1. The following is a non-inclusive listing of services and costs that are not included in the services provided by the Manager: external legal, audit, insurance, filing fees, regulatory fees, property maintenance fees, travel, interest and bank charges, costs related to raising capital, registrar and transfer agency fees, proxy solicitation fees, costs related to business and property acquisitions. However, if Manager pays for any of these costs on behalf of the Managed Entity, these costs will be invoiced by Manager and the Managed Entity will reimburse Manager for these costs plus the G&A Overhead Charge.

ARTICLE 6

TERM AND TERMINATION

6.1 Term of Agreement

The term of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to Section 6.2 hereof.

6.2 Termination of Agreement

(a)

This Agreement may be terminated by either Party giving at least four months’ prior written notice (or such shorter period as the Parties may mutually agree upon in writing) to the other Party of termination. On the giving of such notice by the Managed Entity, or at any time thereafter, either Party shall have the right to elect to immediately terminate the Manager’s engagement, and upon such election, the Managed Entity shall pay to the Manager a lump sum equal to the average monthly fees for four (4) months. The average monthly fees shall be calculated over the twelve (12) months prior to the notice of termination, provided that if this Agreement has not been in existence for twelve (12) months at the time of notice of termination, then the average monthly fees shall be calculated over the period of time that this Agreement has been in existence.

(b)	This Agreement may be terminated immediately by the Managed Entity in the event of the commission by Manager of any fraudulent act.

(c)	This Agreement may be terminated immediately by the Managed Entity where a winding-up, liquidation, dissolution, bankruptcy, sale of substantially all assets, sale of business or insolvency proceeding have been commenced or are being contemplated by Manager.

(d)	Upon termination of this Agreement, stock options granted by the Managed Entity to executive officers, directors and other Manager personnel provided by the Manager will vest and expire in accordance with the Managed Entity’s stock option plan.

6.3 Conduct After Notice of Termination

From the time of receipt of notice of termination of this Agreement:

(a)

Manager shall not enter into any new arrangements or agreements on behalf of the Managed Entity (unless already legally committed to do so) without the Managed Entity’s prior consent, such consent not to be unreasonably withheld; and

(b)

notwithstanding any termination of this Agreement, the Managed Entity shall continue to be bound by any agreements:

(i)	contracted for on its behalf by Manager prior to Manager’s receipt of notice of termination; or

(ii)	contracted for on its behalf by Manager after Manager’s receipt of notice of termination with the Managed Entity’s prior written consent.

6.4 Conduct After Termination

From the effective date of termination of this Agreement:

(a)	agreements or obligations which have been executed or incurred by Manager in connection with or related to Services provided to the Managed Entity shall be assigned over to the Managed Entity and the Managed Entity shall indemnify Manager in connection with the due performance of such agreements;

(b)	Manager shall, within sixty (60) days of the effective date of termination and, provided that the Managed Entity has paid all outstanding or potential future fees, costs and expenses of the Manager hereunder, refund to the Managed Entity the Security Deposit (without interest);

(c)	the Managed Entity shall cease to use Manager’s premises, facilities, equipment, phone numbers and any other items that are the property of Manager and shall make arrangements for the orderly transition of the Services by advice letter to Manager;

(d)	Manager shall be the sole and exclusive owner of the business contacts and investor database maintained by Manager; and

(e)

Manager shall furnish to the Managed Entity at Managed Entity’s cost within sixty (60) days of the effective date of termination (provided that the Managed Entity has paid all outstanding or potential future fees, costs and expenses of the Manager hereunder) all books, records, electronic data and other information pertaining to the Managed Entity, together with all other materials pertaining to the Managed Entity in its possession, at Managed Entity’s cost. For a period of six (6) years following the effective date of the termination of this Agreement, Manager shall provide the Managed Entity and any successor manager of the Managed Entity with any information from its records that the Managed Entity may reasonably require and the Manager shall be reimbursed for its reasonable costs and expenses thereof.

ARTICLE 7

RECORDS AND REPORTING

7.1 Records and Reporting

Manager shall maintain, at all times, copies of all records related to the Services and the fees invoiced to the Managed Entity for such Services (collectively, “Documentation”). Manager will retain such Documentation for not less than seven (7) years from the date of its creation.

Manager shall prepare such other reports detailing amounts invoiced to the Managed Entity hereunder as may be reasonably required by the Managed Entity from time to time.

7.2 Audit Right

(a)

Upon reasonable notice from the Managed Entity, Manager shall provide to the Managed Entity’s external auditors and such other persons as the Parties may agree upon in writing, from time to time, access to Manager’s locations during normal business hours for the purposes of performing audits of the Manager’s performance of the Services under this Agreement, including access to:

(i)	the parts of a facility at or from which Manager is providing the Services;

(ii)	Manager’s personnel who are providing the Services;

(iii)

all Documentation relating to the Services;

(iv)	all physical assets that belong to or are charged to the Managed Entity.

Manager shall provide full co-operation and assistance to any such entity exercising the right of audit hereunder as may reasonably be required. Nothing in this Agreement shall be deemed to allow the Managed Entity’s external auditors or any other person automatic access to legally privileged documents. Any audit conducted on behalf of the Managed Entity shall not interfere with Manager’s operations.

(b)	The Managed Entity shall be responsible for any additional costs or expenses reasonably incurred by Manager in connection with any audits conducted as provided for pursuant to this Section 7.2.

(c)	All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall be made not more than three (3) months after receipt of the audit, or they shall be deemed waived.

(d)	The Managed Entity’s external auditors or other persons shall not have the right to audit records and accounts of the Manager relating to Services more than twenty-four (24) months after the end of such Fiscal Year in which such Services were provided.

7.3 Inspection Right of Manager

For the sole purpose of enabling Manager to perform the Services and only to the extent required to enable such performance, the Managed Entity shall allow Manager, its employees and authorized agents reasonable access to the Managed Entity’s properties, business premises and business records upon reasonable notice to the Managed Entity. The Managed Entity shall ensure that its employees, and any contractors, consultants, advisors or auditors engaged by it, co-operate fully with Manager in its performance of the Services. Nothing in this Agreement shall be deemed to allow Manager automatic access to legally privileged documents.

ARTICLE 8

INDEMNIFICATION

8.1 Indemnification of Manager

Manager (and each of its Affiliates, directors, officers, employees, consultants, agents and shareholders) (each an “Indemnified Party”) shall be indemnified and saved harmless by the Managed Entity from and against all liabilities and expenses (including judgments, fines, penalties, amounts paid in settlement and counsel fees), reasonably incurred in connection with any action, suit or proceeding to which an Indemnified Party may hereafter be made a party by reason of the Manager providing Services hereunder to the Managed Entity provided that Manager shall not be finally adjudged in such action, suit or proceeding as liable for or guilty of fraud, wilful misconduct, or Gross Negligence, in relation to the matter or matters in respect of which indemnification is claimed.

For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be deemed its final determination; and (iii) advances must be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or matters as to which indemnification is claimed, provided that Manager or other indemnified Party receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity is finally adjudged in such action, suit or proceeding as liable for or guilty of fraud, wilful misconduct, or Gross Negligence in relation to the matter or matters in respect of which indemnification is claimed. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager.

The Indemnified Party shall give the Managed Entity prompt written notice of any such action, suit or proceeding of which the Indemnified Party has knowledge and the Managed Entity shall undertake the investigation and defence thereof on behalf of the Indemnified Party, including employment of counsel acceptable to such Indemnified Party, and make payment of all expenses.

No admission of liability and no settlement of any action, suit or proceeding shall be made without the consent of the Managed Entity and the Indemnified Parties affected, such consent not to be unreasonably withheld.

Notwithstanding that the Managed Entity shall undertake the investigation and defence of any action, suit or proceeding, an Indemnified Party shall have the right to employ separate counsel in any such action, suit or proceeding and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless:

(a)	employment of such counsel has been authorised by the Managed Entity;

(b)	the Managed Entity has not assumed the defence of the action, suit or proceeding within a reasonable period of time after receiving notice thereof;

(c)	the named parties to any such action, suit or proceeding include both the Managed Entity and the Indemnified Party and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between the Managed Entity and the Indemnified Party; or

(d)	there are one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Managed Entity.

It is the intention of the Managed Entity to constitute Manager as trustee for the other under this Section 8.1 and Manager agrees to accept such trust and to hold and enforce such covenants on behalf of Indemnified Parties.

Each of the Managed Entity and Manager shall use their reasonable commercial endeavours to ensure that the relevant policies of insurance maintained by them contain waivers of subrogation as against one another.

The provisions of Article 8 shall survive termination of this Agreement.

ARTICLE 9

CONFIDENTIALITY AND NON-SOLICITATION

9.1 Confidentiality

Each Party shall use the Confidential Information of the other Party only for the purposes contemplated by this Agreement. The Receiving Party shall use commercially reasonable efforts to ensure that the Confidential Information of a Disclosing Party is not used, disclosed, published, released, transferred or otherwise made available in any form to, for the use or benefit of, any person (other than its Affiliates) except as provided in this Article 9, without such Disclosing Party’s approval, which may be unreasonably withheld. Each Receiving Party shall, however, be permitted to disclose relevant aspects of a Disclosing Party’s Confidential Information to its officers and employees, and to the officers and employees of its Affiliates, to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement; provided, however, that such Party shall take all commercially reasonable measures to ensure that Confidential Information of another Party is not disclosed or duplicated in contravention of the provisions of this Agreement by such officers and employees and such officers and employees are familiar with the requirements of this Article 9. A Receiving Party shall also be permitted to disclose relevant aspects of a Disclosing Party’s Confidential Information to its directors, professional advisors, subcontractors, suppliers and agents on such terms which are reasonable considering the sensitivity of the Confidential Information, legal requirements and the identity of the disclosee, which terms shall at least include the requirements set forth in this Section 9.1. The obligations in this Article 9 shall not restrict any disclosure by any Receiving Party pursuant to:

(1)	any Applicable Law;

(2)	by order of any court of competent jurisdiction or Governmental Authority;

(3)	disclosure as is required in the course of arbitral or judicial proceedings to enforce rights or remedies under this Agreement,

providing that the Receiving Party has taken all reasonable steps to obtain an arbitral or judicial order to close such proceedings and files relating to such information to all Persons other than the parties thereto, unless such process has been waived in writing by the Party whose Confidential Information is to be disclosed, provided that the Receiving Party shall endeavour to give prompt notice to the Disclosing Party of any such requirement to disclose.

For greater certainty, for purposes of this Article 9, Confidential Information does not include information that is demonstrated by the Receiving Party to have been:

(a)	at any time part of the public domain, other than by reason of the Receiving Party’s failure to comply with the terms hereof;

(b)	lawfully obtained by the Receiving Party’s from a third party who is, to the best of the knowledge of the Receiving Party, not under an obligation of confidentiality with respect to such Information;

(c)	in the Recipient’s possession prior to the date the same Information is obtained hereunder; or

(d)	ascertained or developed independently by the Recipient without reference to the Information obtained hereunder.

9.2 Injunctive Relief

Each Receiving Party recognizes that its unauthorized disclosure of Confidential Information of a Disclosing Party may give rise to irreparable injury to the Disclosing Party and acknowledges that remedies other than injunctive relief may not be adequate. Accordingly, each Party has the right to seek equitable and injunctive relief on an interim and interlocutory basis in any court of competent jurisdiction to prevent the unauthorized possession, use, or disclosure or knowledge of any Confidential Information of that Party, as well as to such damages or other relief as is occasioned by such unauthorized possession, use, disclosure or knowledge.

9.3 Return of Confidential Information

Each Party shall:

(a)	at the request of the Disclosing Party at any time;

(b)	after the Receiving Party’s need for it has expired; or

(c)

in connection with the termination of this Agreement, whether in whole or in part, promptly return to the Disclosing Party, or use all commercially reasonable efforts to erase and destroy, all of the Confidential Information of the Disclosing Party in possession or control or such portion of it as has been requested by the Disclosing Party; provided that the Receiving Party shall only be required to use reasonable

efforts to return or destroy any Confidential Information stored electronically, and the Receiving Party shall not be required to return or destroy any electronic copy of Confidential Information created pursuant to its standard electronic backup and archival procedures, provided further that: (i) personnel whose functions are not primarily information technology in nature do not access such retained copies; and (ii) personnel whose functions are primarily information technology in nature access such copies only as reasonably necessary for the performance of their information technology duties (e.g., for purposes of system recovery). Notwithstanding the foregoing provisions of this Section 9.3(c), the Receiving Party may retain: (x) a list of all Confidential Information so as to be able to identify the nature of the Confidential Information that the Receiving Party has returned or destroyed; provided, however, that a copy of such list is provided to the Disclosing Party contemporaneously with the return or destruction of such Confidential Information; and (y) any Confidential Information referred to in minutes of a meeting of the Receiving Party’s board of directors or a committee thereof.

9.4 Non-Solicitation

Except with the prior written permission of the Manager, neither the Managed Entity, nor any of its representatives, will solicit or cause to be solicited, for employment or consulting engagement with the Managed Entity or its affiliates, any employee of the Manger or any person who performs functions on behalf of the Manager that are similar to those ordinarily performed by employees. For the purposes of this section, solicitation shall not include solicitation of employees where such solicitation is solely through advertising in periodicals of general circulation, the internet or an employee search firm on behalf of a party or its representatives, so long as the party or its representative did not direct or encourage such search firm to solicit a specifically named employee of the Manager.

9.5 Survival

This Article 9 shall survive the termination or expiry of this Agreement for a period of two years from the date of such termination or expiry.

ARTICLE 10

FORCE MAJEURE

10.1 Force Majeure

(a)

Neither Party shall be liable for a failure or delay in the performance of its obligations pursuant to this Agreement, provided that such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or strikes, lock outs or labour disruptions, acts of any Governmental Authorities having jurisdiction, the issuance or promulgation of any Applicable Law, inability to obtain or delays by a Governmental Authority in granting or issuing any necessary license, permit or authorization, actions or interference by local

communities, aboriginal peoples or non-governmental organizations, interruptions or shortages of labour, transportation, fuel, electricity, materials, machinery, equipment or parts, or any other causes beyond the reasonable control of such Party, whether or not similar to the foregoing list of causes (each, a “Force Majeure Event”). Lack of funds or finances shall not be a Force Majeure Event. Upon the occurrence of a Force Majeure Event, the affected Party shall promptly deliver notice to the other Party of the Force Majeure Event, particulars of the suspension of performance and the expected duration thereof. Thereafter, the affected Party shall, except as set out in Section 10.1(c), be excused from any further performance of those of its obligations pursuant to this Agreement affected by the Force Majeure Event only for so long as:

(i)	such Force Majeure Event continues and for so long thereafter as such Party may reasonably require to alleviate the effect of the Force Majeure Event;

(ii)	the affected Party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay; and

(iii)

the affected Party provides written updates to the other Party at reasonable intervals as to the status of the Force Majeure Event, efforts to alleviate the effect of the Force Majeure Event, efforts to recommence performance and the expected duration of the Force Majeure Event.

(b)

If a Force Majeure Event prevents, or in all likelihood will prevent, Manager from providing all or part of a Service, the Managed Entity may at its option, procure any affected Service or portion thereof from alternate sources until Manager is again able to provide such Service. Manager shall not be required to compensate the Managed Entity for any costs and expenses relating to the services obtained from such alternate sources.

(c)

Upon the occurrence of a Force Majeure Event, Managed Entity shall not be excused from its obligation to pay the fee for the services; provided, however, that if Section 10.1(b) is applicable, the Parties agree that the fees payable hereunder shall be equitably reduced to reflect Services not received by the Managed Entity from Manager during the duration of the Force Majeure Event.

ARTICLE 11

GENERAL PROVISIONS

11.1 Exchange Acceptance

This Agreement may be subject to the acceptance for filing thereof by the Exchange on which the Managed Entity’s shares are listed for trading. If this Agreement is not accepted for filing by the Exchange, the Parties will forthwith negotiate such amendments to this Agreement as may be necessary to secure such acceptance for filing. If such amendments cannot be mutually agreed upon, then either party may, by notice to the other, terminate this Agreement, provided that in

such case all amounts owing for Services pursuant to Section 2.1 incurred prior to the date of such termination will be a debt of the Managed Entity owing to Manager and due and payable forthwith.

11.2 Further Assurances

A Party shall, upon request of the other Party, execute and deliver or cause to be executed and delivered all such documents, deeds and other instruments of further assurance and do or cause to be done all such acts and things as may be reasonably necessary or advisable to implement and give full effect to the provisions of this Agreement.

11.3 Assignment

This Agreement shall not be assigned by the Managed Entity without the prior written consent of Manager. Upon notice to the Managed Entity, Manager may transfer or assign any and all rights granted hereunder to any of its successors or Affiliates.

11.4 Enurement

This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

11.5 Entire Agreement

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes and replaces all prior understandings, agreements, negotiations or discussions, whether written or oral, between the Parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements or understanding, express or implied, between the Parties other than those expressly set forth in this Agreement.

11.6 Notice

Any notice required or permitted to be given hereunder shall be in writing and shall be properly given, if delivered personally, or by mail or by facsimile or other similar form of communication addressed:

(a)	to the Managed Entity at:

JET METAL CORP.

Suite 1240, 1140 West Pender Street

Vancouver, BC V6E 4G1

Attention: Chief Executive Officer

Facsimile No.: 604 681-8039

(b)	to Manager at:

KING & BAY WEST MANAGEMENT CORP.

Suite 1240, 1140 West Pender Street

Vancouver, BC V6E 4G1

Attention: Mark Morabito

Facsimile No.: 604 681-8039

Any notice, direction or other instrument given as aforesaid shall be deemed to have been effectively given, if sent by facsimile or other similar form of telecommunications on the next business day following such transmission or, if delivered, to have been received on the date of such delivery or, if mailed, to have been received seven days after the mailing thereof. Either Party may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to the Party at its changed address.

11.7 Amendment

This Agreement may not be amended, changed, supplemented or otherwise modified in any respect except by written instrument executed by the Parties hereto or their respective successors or permitted assigns.

11.8 Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

11.9 Counterpart Execution

This Agreement may be executed by facsimile or other electronic means and in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

11.10 Effective Date

Notwithstanding the date or dates upon which this Agreement is executed by either Party, this Agreement shall be in full force and effect between the Parties effective as of and from the date first above written.

11.11 Arbitration

All disputes arising out of or in connection with this Agreement or in respect of any legal relationship associated therewith or derived therefrom shall be referred to and finally resolved by arbitration administered by the International Centre for Dispute Resolution (the “ICDR”) under

its International Arbitration Rules (the “Rules”). Upon referral of a dispute to arbitration, the Parties will endeavor to agree on the appointment of a sole arbitrator, failing which the arbitrator will be appointed in accordance with the ICDR Rules. The place of the arbitration shall be Vancouver, British Columbia. The language of the arbitration shall be English.

IN WITNESS WHEREOF the Parties have caused this Agreement to be duly executed as of the date and year first above written.

KING & BAY WEST MANAGEMENT CORP.

Per:

“Mark J. Morabito”

Name: Mark J. Morabito

Title: CEO

JET METAL CORP.

Per:

“Jim Crawford”

Name: Jim Crawford

Title: President & CEO

SCHEDULE 4.1

Shared Facilities

1. The following is the physical address of the shared facilities

Suite 1240 - 1140 West Pender Street

Vancouver, BC V6E 4G1

SCHEDULE 5.2

Hourly Rates of Manager’s Personnel

[REDACTED: Description of the Manager’s personnel provided by Manager to Managed Entity and their hourly rates.]

- -

JET METAL CORP.

as the Corporation

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as the Warrant Agent

WARRANT INDENTURE

Providing for the Issue of Warrants

Dated as of September 16, 2014

TABLE OF CONTENTS

Page No.

ARTICLE 1

INTERPRETATION

Section 1.1

Definitions.

Section 1.2

Gender and Number.

Section 1.3

Headings, Etc.

Section 1.4

Day not a Business Day.

Section 1.5

Time of the Essence.

Section 1.6

Monetary References.

Section 1.7

Applicable Law.

ARTICLE 2

ISSUE OF WARRANTS

Section 2.1

Creation and Issue of Warrants.

Section 2.2

Terms of Warrants.

Section 2.3

Warrantholder not a Shareholder.

Section 2.4

Warrants to Rank Pari Passu.

Section 2.5

Form of Warrants, Certificated Warrants.

Section 2.6

Book Entry Only Warrants.

Section 2.7

Warrant Certificate.

Section 2.8

Legends.

Section 2.9

Section 2.10

Issue in Substitution for Warrant Certificates Lost, etc.

Section 2.11

Exchange of Warrant Certificates.

Section 2.12

Transfer and Ownership of Warrants.

Section 2.13

Cancellation of Surrendered Warrants.

ARTICLE 3

EXERCISE OF WARRANTS

Section 3.1

Right of Exercise.

Section 3.2

Warrant Exercise.

Section 3.3

Prohibition on Exercise by U.S. Persons; Legended Certificates

Section 3.4

Transfer Fees and Taxes.

Section 3.5

Warrant Agency.

Section 3.6

Effect of Exercise of Warrant Certificates.

Section 3.7

Partial Exercise of Warrants; Fractions.

Section 3.8

Expiration of Warrants.

Section 3.9

Accounting and Recording.

Section 3.10

Securities Restrictions.

ARTICLE 4

ADJUSTMENT OF NUMBER OF COMMON SHARES

AND EXERCISE PRICE

Section 4.1

Adjustment of Number of Common Shares and Exercise Price.

TABLE OF CONTENTS

(continued)

Page No.

Section 4.2

Entitlement to Common Shares on Exercise of Warrant.

Section 4.3

No Adjustment for Certain Transactions.

Section 4.4

Determination by Independent Firm.

Section 4.5

Proceedings Prior to any Action Requiring Adjustment.

Section 4.6

Certificate of Adjustment.

Section 4.7

Notice of Special Matters.

Section 4.8

No Action after Notice.

Section 4.9

Other Action.

Section 4.10

Protection of Warrant Agent.

Section 4.11

Participation by Warrantholder.

ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1

Optional Purchases by the Corporation.

Section 5.2

General Covenants.

Section 5.3

Warrant Agent’s Remuneration and Expenses.

Section 5.4

Performance of Covenants by Warrant Agent.

Section 5.5

Enforceability of Warrants.

ARTICLE 6

ENFORCEMENT

Section 6.1

Suits by Registered Warrantholders.

Section 6.2

Suits by the Corporation.

Section 6.3

Immunity of Shareholders, etc.

Section 6.4

Waiver of Default.

ARTICLE 7

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1

Right to Convene Meetings.

Section 7.2

Notice.

Section 7.3

Chairman.

Section 7.4

Quorum.

Section 7.5

Power to Adjourn.

Section 7.6

Show of Hands.

Section 7.7

Poll and Voting.

Section 7.8

Regulations.

Section 7.9

Corporation and Warrant Agent May be Represented.

Section 7.10

Powers Exercisable by Extraordinary Resolution.

Section 7.11

Meaning of Extraordinary Resolution.

Section 7.12

Powers Cumulative.

Section 7.13

Minutes.

Section 7.14

Instruments in Writing.

Section 7.15

Binding Effect of Resolutions.

TABLE OF CONTENTS

(continued)

Page No.

Section 7.16

Holdings by Corporation Disregarded.

ARTICLE 8

SUPPLEMENTAL INDENTURES

Section 8.1

Provision for Supplemental Indentures for Certain Purposes.

Section 8.2

Successor Entities.

ARTICLE 9

CONCERNING THE WARRANT AGENT

Section 9.1

Trust Indenture Legislation.

Section 9.2

Rights and Duties of Warrant Agent.

Section 9.3

Evidence, Experts and Advisers.

Section 9.4

Documents, Monies, etc. Held by Warrant Agent.

Section 9.5

Actions by Warrant Agent to Protect Interest.

Section 9.6

Warrant Agent Not Required to Give Security.

Section 9.7

Protection of Warrant Agent.

Section 9.8

Replacement of Warrant Agent; Successor by Merger.

Section 9.9

Conflict of Interest.

Section 9.10

Acceptance of Agency

Section 9.11

Warrant Agent Not to be Appointed Receiver.

Section 9.12

Warrant Agent Not Required to Give Notice of Default.

Section 9.13

Anti-Money Laundering.

Section 9.14

Compliance with Privacy Code.

Section 9.15

Securities Exchange Commission Certification.

ARTICLE 10

GENERAL

Section 10.1

Notice to the Corporation and the Warrant Agent.

Section 10.2

Notice to Registered Warrantholders.

Section 10.3

Ownership of Warrants.

Section 10.4

Counterparts.

Section 10.5

Satisfaction and Discharge of Indenture.

Section 10.6

Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.

Section 10.7

Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.

Section 10.8

Severability

Section 10.9

Force Majeure

Section 10.10

Assignment, Successors and Assigns

Section 10.11

Rights of Rescission and Withdrawal for Holders

iii

TABLE OF CONTENTS

(continued)

Page No.

SCHEDULES

SCHEDULE “A”

SCHEDULE “B”

EXERCISE FORM

SCHEDULE “C”

FORM OF DECLARATION FOR REMOVAL OF LEGEND

SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of September 16, 2014.

BETWEEN:

JET METAL CORP., a corporation incorporated under the laws of the Province of British Columbia having an office at Suite 1240, 1140 West Pender Street, Vancouver, British Columbia

(the “Corporation”),

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada having its head

office at 100 University Avenue, Suite 800, Toronto, Ontario, M5J 2Y1 and a place of business at 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, V6C 3B9

(the “Warrant Agent”)

WHEREAS the Corporation is proposing to issue up to 20,000,000 Warrants (as defined herein) pursuant to this Indenture and in connection with a private placement offering of Units (as defined herein);

AND WHEREAS each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share upon payment of the Exercise Price (as defined herein) upon the terms and conditions herein set forth;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

AND WHEREAS the Warrant Agent has agreed to act as a warrant agent on behalf of the Warrantholders (as defined herein) on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

Section 1.1 Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time;

“Applicable Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Auditors” means Davidson and Company or such other firm of chartered accountants duly appointed as auditors of the Corporation, from time to time;

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation and authenticated by manual signature of an authorized officer of the Warrant Agent, (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Book Entry Only Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

“Book Entry Only Warrants” means Warrants that are to be held only by or on behalf of the Depository;

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Vancouver, Province of British Columbia and shall be a day on which the TSX is open for trading;

“CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate

“Certificated Warrant” means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;

“Common Shares” means, subject to Article 4, fully paid and non-assessable common shares of the Corporation as presently constituted;

“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

“Current Market Price” of the Common Shares at any date means the weighted average of the trading price per Common Share for such Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) days prior to such date on the TSX Venture Stock Exchange or if on such date the Common Shares are not listed on the TSX Venture Stock Exchange, on such stock exchange upon which such Common Shares are listed and as selected by the directors, or, if such Common Shares are not listed on any stock exchange then on such over-the-counter market as may be selected for such purpose by the directors of the Corporation;

“Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

“Dividends” means any dividends paid by the Corporation;

“Effective Date” means the date of this Indenture;

“Exchange Rate” means the number of Common Shares subject to the right of purchase under each Warrant;

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

“Exercise Notice” has the meaning set forth in Section 3.2(1);

“Exercise Price” at any time means the price at which a whole Common Share may be purchased by the exercise of a whole Warrant, which is initially $0.25 per Common Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1;

“Expiry Date” means September 16, 2019;

“Expiry Time” means 4:00 p.m. (Pacific Daylight Time) on the Expiry Date;

“Extraordinary Resolution” has the meaning set forth in Section 7.11(1);

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent, it being understood that neither preparation and issuance shall constitute part of such procedures for any purpose of this definition;

“Issue Date” means September 16, 2014;

“person” means an individual, body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;

“register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9;

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

“Regulation D” means Regulation D as promulgated by the SEC under the U.S. Securities Act;

“Regulation S” means Regulation S as promulgated by the SEC under the U.S. Securities Act;

“SEC” means the United States Securities and Exchange Commission

“Shareholders” means holders of Common Shares;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder;

“this Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto” “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

“Trading Day” means, with respect to the TSX Venture Exchange, a day on which such exchange is open for the transaction of business and with respect to another exchange or an over-the-counter market means a day on which such exchange or market is open for the transaction of business;

“Uncertificated Warrant” means any Warrant which is not a Certificated Warrant;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“Units” means the 20,000,000 units of the Corporation issued pursuant to terms of a subscription agreement entered into between the Corporation and each of the subscribers, each Unit issued at a price of $0.15 and consisting of one Common Share and one Warrant.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

“U.S. Purchaser Letter” means the U.S. Purchaser letter in substantially the form attached hereto as Schedule “D”;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Warrantholder” means any Warrantholder that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;

“Warrants” means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder as a Certificated Warrant and /or Uncertificated Warrant held through the book entry registration system on a no certificate issued basis, entitling the holder or holders thereof to purchase up to 20,000,000 Common Shares (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;

“Warrant Agency” means the principal office of the Warrant Agent in the City of Vancouver or such other place as may be designated in accordance with Section 3.5;

“Warrant Agent” means Computershare Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

“Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Only Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less than 50% of the aggregate number of Common Shares which could be acquired pursuant to all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein; and “written order of the Corporation”, “written request of the Corporation”, “written consent of the “Corporation” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed.

Section 1.2 Gender and Number.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

Section 1.3 Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.

Section 1.4 Day not a Business Day.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Section 1.5 Time of the Essence.

Time shall be of the essence of this Indenture.

Section 1.6 Monetary References.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

Section 1.7 Applicable Law.

This Indenture, the Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of British Columbia and the federal laws applicable therein and shall be treated in all respects as British Columbia contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters arising out of this Indenture and the transactions contemplated herein.

ARTICLE 2

ISSUE OF WARRANTS

Section 2.1 Creation and Issue of Warrants.

A maximum of 20,000,000 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Warrants in certificated or uncertificated form pursuant to Section 2.5 hereof to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

Section 2.2 Terms of Warrants.

(1)

Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Common Share upon payment of the Exercise Price.

(2)	No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares.

(3)	Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

(4)	The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.

Section 2.3 Warrantholder not a Shareholder.

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

Section 2.4 Warrants to Rank Pari Passu.

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

Section 2.5 Form of Warrants, Certificated Warrants.

(1)

The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to, or for the benefit or account of, a U.S. Warrantholder will be evidenced in certificated form only and bear the applicable legends as set forth in Schedule “A” hereto. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.6.

Section 2.6 Book Entry Only Warrants.

(1)

Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.

(2)

Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:

(a)	the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;

(b)	the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;

(c)	the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

(d)	the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;

(e)	such right is required by Applicable Law, as determined by the Corporation and the Corporation’s Counsel;

(f)	the Warrant is to be Authenticated to, or for the account or benefit of, a person in the United States or a U.S. Person; or

(g)	such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent,

following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2)(a) – (f).

(3)

Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.

(4)

Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.

(5)	Notwithstanding anything to the contrary in this Indenture, subject to Applicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.

(6)

The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.

(7)	Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

(a)

the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(b)	maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or

(c)	any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.

(8)	The Corporation may terminate the application of this Section 2.6 in its sole discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a Person other than the Depository.

Section 2.7 Warrant Certificate.

(1)

For Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated manually on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any two duly authorized signatories of the Corporation; whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if they had been signed manually. Any Warrant Certificate which has two signatures as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(2)

The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation.

(3)

Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable law, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.

(4)

No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.

(5)

No Certificated Warrant shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “A” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

(6)

No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

(7)

The Authentication by the Warrant Agent of any Warrants whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Warrant Agent as to the validity of the Indenture or such Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or the proceeds thereof.

Section 2.8 Legends.

(1)

Neither the Warrants nor the Common Shares issuable upon exercise of the Warrants have been or will be registered under the U.S. Securities Act or under any state securities laws of the United States. Each Warrant Certificate originally issued to, or for the benefit or account of, a U.S. Warrantholder and each Warrant Certificate issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legends or such variations thereof as the Corporation may prescribe from time to time:

“THIS WARRANTS AND THE SECURITIES DELIVERABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO JET METAL CORP. (THE “CORPORATION”); (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR U.S. STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LEGISLATION OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”;

provided that, if the Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and if the Corporation is a “foreign issuer” within the meaning of Regulation S at the time of sale,

this legend may be removed by the transferor providing a declaration to the Warrant Agent in the form set forth in Schedule C or as the Warrant Agent or the Corporation may prescribe from time to time, and if required by the Warrant Agent, including an opinion of counsel, of recognised standing reasonably satisfactory to the Corporation and the Warrant Agent, that the proposed transfer may be effected without registration under the U.S. Securities Act, provided further, that, if the Warrants are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivering to the Warrant Agent and the Corporation an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws.

The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

(2)	Each CDS Global Warrant originally issued in Canada and held by the Depository, and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO JET METAL CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & Co, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

(3)

Each Certificated Warrant originally issued in Canada or to a Canadian holder and each CDS Global Warrant originally issued in Canada and held by the Depository on the date hereof (and each such Certificated Warrant or CDS Global Warrant, as the case may be, issued in exchange therefore or in substitution thereof prior to the date that is four months and a day after the date hereof) shall bear or be deemed to bear the following legend or such variations thereof as the Corporation my prescribe from time to time:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 17, 2015.

And, if applicable, the additional legend:

WITHOUT PRIOR APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JANUARY 17, 2015.

(4)

Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in Section 2.8(1) or Section 2.8(2), or with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers are legal and proper.

Section 2.9 Register of Warrants

(1)

The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include (without limitation):

(a)	the name and address of the holder of the Warrants, the date of Authentication thereof and the number of Warrants;

(b)	whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;

(c)	whether such Warrant has been cancelled; and

(d)	a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.

The register shall be available for inspection by the Corporation and or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

(2)

Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

Section 2.10 Issue in Substitution for Warrant Certificates Lost, etc.

(1)

If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

(2)

The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss,

destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

Section 2.11 Exchange of Warrant Certificates.

(1)

Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

(2)

Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.

(3)	Warrant Certificates exchanged for Warrant Certificates that bear the legend or legends set forth in Section 2.8 shall bear the same legend or legends.

Section 2.12 Transfer and Ownership of Warrants.

(1)

The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule A and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with:

(i)	the conditions herein;

(ii)	such reasonable requirements as the Warrant Agent may prescribe; and

(iii)

all applicable securities legislation and requirements of regulatory authorities;

and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated.

Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.

(2)

If a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and (A) the transfer is made to the Corporation or (B) a declaration to the effect set forth in Schedule C to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, is delivered to the Warrant Agentor (C) the transfer is in compliance with an exemption from the registration requirements of the the U.S. Securities Act and applicable state securities laws, and in the case of (C), and in the Warrant Agent’s discretion in the case of (B), the transferor has provided an opinion of counsel of recognized standing reasonably satisfactory to the Corporation.

(3)

Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

Section 2.13 Cancellation of Surrendered Warrants.

All Warrant Certificates surrendered pursuant to Article 3 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Common Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

ARTICLE 3

EXERCISE OF WARRANTS

Section 3.1 Right of Exercise.

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Common Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

Section 3.2 Warrant Exercise.

(1)	Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them in order to acquire Common Shares must complete the

exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(2)

In addition to completing the Exercise Form attached to the Warrant Certificate(s), a Warrantholder who is a person in the United States, a U.S. Person, a person exercising for the account or benefit of a U.S. Person, or person requesting delivery of the Common Shares issuable upon exercise of the Warrants in the United States must (a) provide a completed and executed U.S. Purchaser Letter or (b) an opinion of counsel of recognised standing in form and substance reasonably satisfactory to the Corporation that the exercise is exempt from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States ; provided however that in the case of a Warrantholder that is the original purchaser of Warrants and who delivered the U.S. Accredited Investor Certificate attached to the subscription agreement of the Corporation in connection with its purchase of Units pursuant to the private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate and subscription agreement remain true and correct and the Warrantholder represents to the Corporation as such.

(3)

A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants must complete the Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(4)

A beneficial owner of Warrants issued in uncertificated form evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Only Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the

Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through a book based registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry Only Participant through a book based registration system, including CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (c) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States. If the CDS Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the book based registration system, including CDSX by the CDS Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or CDS Participant and the exercise procedures set forth in Section 3.2(1) shall be followed.

(5)

Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant and payment from such beneficial holder should be provided to the Book Entry Only Participant sufficiently in advance so as to permit the Book Entry Only Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system the Common Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Only Participant exercising the Warrants on its behalf.

(6)

By causing a Book Entry Only Participant to deliver notice to the Depository, a Warrantholder shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Only Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Common Shares in connection with the obligations arising from such exercise.

(7)

Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Only Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Only Participant or the Warrantholder.

(8)

Any exercise form or Exercise Notice referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such exercise form need not be executed by the Depository.

(9)

Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Common Shares subscribed must be paid at the time of subscription and such Exercise Price and original Exercise Notice executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.

(10)	Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule B or as provided herein.

(11)	If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.

(12)

Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.

(13)	Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Section 3.3 Prohibition on Exercise by U.S. Persons; Legended Certificates

(1)	Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.

(2)

Notwithstanding Section 3.3(1), Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Person, and Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the Person exercising the Warrants (i) is the original U.S. Purchaser who purchased the Warrants directly from the Corporation and (ii) is an “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D at the time of exercise of the Warrants or (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance satisfactory to the Corporation a legal opinion which confirms that issuance of shares is in compliance with an applicable

exemption from the registration requirements of the U.S. Securities Act and applicabe state laws of the United States ; provided however that in the case of a Warrantholder that is the original purchaser of the Warrants and who delivered the U.S. Accredited Investor Certificate attached to the subscription agreement of the Corporation in connection with its purchase of Units pursuant to the private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate and subscription agreement remain true and correct and the Warrantholder represents to the Corporation as such.

(3)	Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) and which are issued and delivered pursuant to Section 3.3(2) shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO JET METAL CORP. (THE “CORPORATION”); (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

(4)	Certificates representing Common Shares issued upon the exercise of Warrant Certificates (and issued in substitution or exchange therefor) prior to the date that is four months and one day after the date hereof shall bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 17, 2015.

And, if applicable, the additional legend as follows:

WITHOUT PRIOR APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JANUARY 17, 2015.”

Section 3.4 Transfer Fees and Taxes.

If any of the Common Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

Section 3.5 Warrant Agency.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

Section 3.6 Effect of Exercise of Warrant Certificates.

(1)

Upon the exercise of Warrants Certificates pursuant to and in compliance with Section 3.2 and subject to Section 3.3 and Section 3.4, the Common Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued and the person or persons to whom such Common Shares are to be issued shall be deemed to have become the holder or holders of such Common Shares within five Business Days of the Exercise Date unless the register shall be closed on such date, in which

case the Common Shares subscribed for shall be deemed to have been issued and such person or persons deemed to have become the holder or holders of record of such Common Shares, on the date on which such register is reopened. It is hereby understood that in order for persons to whom Common Shares are to be issued, to become holders of Common Shares on record on the Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.

(2)

Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for, or any other appropriate evidence of the issuance of Common Shares to such person or persons in respect of Common Shares issued under the book entry registration system.

Section 3.7 Partial Exercise of Warrants; Fractions.

(1)

The holder of any Warrants may exercise his right to acquire a number of whole Common Shares less than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

(2)

Notwithstanding anything herein contained including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares.

Section 3.8 Expiration of Warrants.

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

Section 3.9 Accounting and Recording.

(1)

The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Common Shares through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant

Agent, shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent, the Warrantholders and the Corporation as their interests may appear

(2)

The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Common Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

Section 3.10 Securities Restrictions.

Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

ARTICLE 4

ADJUSTMENT OF NUMBER OF COMMON SHARES

AND EXERCISE PRICE

Section 4.1 Adjustment of Number of Common Shares and Exercise Price.

The subscription rights in effect under the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(a)	if, at any time during the Adjustment Period, the Corporation shall:

(i)	subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;

(ii)	reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or

(iii)

issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants or any outstanding options);

(any of such events in Section 4.1(a)(i), (ii) or (iii) being called a “Common Share Reorganization”) then the Exercise Price shall be adjusted as of the effect on the effective date or record date of such subdivision, re-division, change, reduction, combination, consolidation or distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of

which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Shares Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(b)

if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be adjusted immediately after such

record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;

(c)

if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other trust (other than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other assets then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (whose determination shall be conclusive), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price; and Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(d)

if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or

conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Common Shares that prior to such effective date the Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Registered Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number of Common Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances;

(e)

in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the additional Common Shares issuable by reason of the adjustment required by such event before giving

effect to such adjustment; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;

(f)

in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;

(g)

the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and

(h)

after any adjustment pursuant to this Section 4.1, the term “Common Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of his Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Section 4.2 Entitlement to Common Shares on Exercise of Warrant.

All Common Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Common Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.

Section 4.3 No Adjustment for Certain Transactions.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

Section 4.4 Determination by Independent Firm.

In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

Section 4.5 Proceedings Prior to any Action Requiring Adjustment.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Common Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

Section 4.6 Certificate of Adjustment.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Corporation’s Auditors verifying such calculation. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

Section 4.7 Notice of Special Matters.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1 Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

Section 4.8 No Action after Notice.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

Section 4.9 Other Action.

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of Common Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

Section 4.10 Protection of Warrant Agent.

The Warrant Agent shall not:

(a)

at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

(b)	be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

(c)	be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; and

(d)	incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

Section 4.11 Participation by Warrantholder.

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event.

ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1 Optional Purchases by the Corporation.

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrant and in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

Section 5.2 General Covenants.

The Corporation covenants with the Warrant Agent that so long as any Warrants remain outstanding:

(a)	it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;

(b)	it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof;

(c)	all Common Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable;

(d)	it will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course;

(e)

it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the TSX Venture Exchange (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the TSX Venture Exchange, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSX Venture Exchange;

(f)	it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer;

(g)	generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture; and

(h)	it will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence.

Section 5.3 Warrant Agent’s Remuneration and Expenses.

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

Section 5.4 Performance of Covenants by Warrant Agent.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

Section 5.5 Enforceability of Warrants.

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

ARTICLE 6

ENFORCEMENT

Section 6.1 Suits by Registered Warrantholders.

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

Section 6.2 Suits by the Corporation.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates and amend the securities register accordingly.

Section 6.3 Immunity of Shareholders, etc.

The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of the Corporation or any successor entity on any covenant, agreement, representation or warranty by the Corporation herein.

Section 6.4 Waiver of Default.

Upon the happening of any default hereunder:

(a)

the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

(b)	the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;

provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

ARTICLE 7

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1 Right to Convene Meetings.

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver or at such other place as may be approved or determined by the Warrant Agent and Corporation.

Section 7.2 Notice.

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time and the place where the meeting is to be

held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

Section 7.3 Chairman.

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.

Section 7.4 Quorum.

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy and entitled to purchase at least 25% of the aggregate number of Common Shares which could be acquired pursuant to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not be entitled to acquire at least 25% of the aggregate number of Common Shares which may be acquired pursuant to all then outstanding Warrants.

Section 7.5 Power to Adjourn.

The chairman of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Section 7.6 Show of Hands.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Section 7.7 Poll and Voting.

(1)

On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Registered Warrantholders acting in person or by proxy and entitled to acquire in the aggregate at least 5% of the aggregate number of Common Shares which could be acquired pursuant to all the Warrants then outstanding, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

(2)

On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

Section 7.8 Regulations.

(1)

The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting.

(2)

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Registered Warrantholders or proxies of Registered Warrantholders.

Section 7.9 Corporation and Warrant Agent May be Represented.

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

Section 7.10 Powers Exercisable by Extraordinary Resolution.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

(a)

to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;

(b)	to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;

(c)

to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

(d)	to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;

(e)	to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders;

(f)	to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;

(g)

to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(h)	with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and

(i)	to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

Section 7.11 Meaning of Extraordinary Resolution.

(1)

The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Registered Warrantholders holding at least 25% of the aggregate number of Common Shares that could be acquired and passed by the affirmative votes of Registered Warrantholders holding not less than 75% of the aggregate number of Common Shares that could be acquired at the meeting and voted on the poll upon such resolution.

(2)

If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 25% of the aggregate number of Common Shares that could be acquired are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 14 days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Registered Warrantholders entitled to acquire at least 25% of the aggregate number of Common Shares which may be acquired pursuant to all the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

(3)	Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

Section 7.12 Powers Cumulative.

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Section 7.13 Minutes.

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly entered in books to be provided from time to time for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

Section 7.14 Instruments in Writing.

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding not less than 75% of the aggregate number of all of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

Section 7.15 Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

Section 7.16 Holdings by Corporation Disregarded.

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Common Shares are present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

ARTICLE 8

SUPPLEMENTAL INDENTURES

Section 8.1 Provision for Supplemental Indentures for Certain Purposes.

From time to time, the Corporation (when authorized by action of the directors) and the Warrant Agent may, subject to the provisions hereof and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a)	setting forth any adjustments resulting from the application of the provisions of Article 4;

(b)

adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(c)	giving effect to any Extraordinary Resolution passed as provided in Section 7.11;

(d)

making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(e)	adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

(f)

modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative;

(g)	providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Section 2.1 and any

consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel.

(h)

for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby .

Section 8.2 Successor Entities.

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

ARTICLE 9

CONCERNING THE WARRANT AGENT

Section 9.1 Trust Indenture Legislation.

(1)	If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.

(2)	The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.

Section 9.2 Rights and Duties of Warrant Agent.

(1)

In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligent action, wilful misconduct, bad faith or fraud under this Indenture.

(2)

The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an

indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

(3)

The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.

(4)	Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.

Section 9.3 Evidence, Experts and Advisers.

(1)

In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.

(2)

In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

(3)

Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.

(4)	The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging

its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.

(5)

The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Section 9.4 Documents, Monies, etc. Held by Warrant Agent.

(1)

Any monies, securities, documents of title or other instruments that may at any time be held by the Warrant Agent shall be placed in the deposit vaults of the Warrant Agent or of any Canadian chartered bank listed in Schedule I of the Bank Act (Canada), or deposited for safekeeping with any such bank. Any monies held pending the application or withdrawal thereof under any provisions of this Indenture, shall be held, invested and reinvested in “Permitted Investments” as directed in writing by the Corporation. “Permitted Investments” shall be treasury bills guaranteed by the Government of Canada having a term to maturity not to exceed ninety (90) days, or term deposits or bankers’ acceptances of a Canadian chartered bank having a term to maturity not to exceed ninety (90) days, or such other investments that is in accordance with the Warrant Agent’s standard type of investments. Unless otherwise specifically provided herein, all interest or other income received by the Warrant Agent in respect of such deposits and investments shall belong to the Corporation.

(2)

Any written direction for the investment or release of funds received shall be received by the Warrant Agent by 9:00a.m. (Toronto time) on the Business Day on which such investment or release is to be made, failing which such direction will be handled on a commercially reasonable efforts basis and may result in funds being invested or released on the next Business Day.

(3)	The Warrant Agent shall have no responsibility or liability for any diminution of any funds resulting from any investment made in accordance with this Indenture, including any losses on any investment liquidated prior to maturity in order to make a payment required hereunder.

(4)

In the event that the Warrant Agent does not receive a direction or only a partial direction, the Warrant Agent may hold cash balances constituting part or all of such monies and may, but need not, invest same in its deposit department, the deposit department of one of its affiliates, or the deposit department of a Canadian chartered bank; but the Warrant Agent, its affiliates or a Canadian chartered bank shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

Section 9.5 Actions by Warrant Agent to Protect Interest.

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

Section 9.6 Warrant Agent Not Required to Give Security.

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

Section 9.7 Protection of Warrant Agent.

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

(a)

the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(b)

nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

(c)

the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;

(d)

the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

(e)

the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Warrant Agent, whether groundless or otherwise, arising from or out of any act, omission or error of the Warrant Agent, provided that the Corporation shall not be required to indemnify the Warrant Agent in the event of the gross negligence or wilful misconduct of the Warrant Agent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and

(f)

notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Section 9.8 Replacement of Warrant Agent; Successor by Merger.

(1)

The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Supreme Court of the Province of British Columbia on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder.

(2)	Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

(3)	Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the predecessor or successor Warrant Agent.

(4)	Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent

shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

Section 9.9 Conflict of Interest.

(1)

The Warrant Agent represents to the Corporation that at the time of execution and delivery hereof no material conflict of interest exists between its role as a Warrant Agent hereunder and its role in any other capacity and agrees that in the event of a material conflict of interest arising hereafter it will, within 90 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its agency hereunder to a successor Warrant Agent approved by the Corporation and meeting the requirements set forth in Section 9.8(1). Notwithstanding the foregoing provisions of this Section 9.9(1), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Indenture and the Warrant Certificate shall not be affected in any manner whatsoever by reason thereof.

(2)	Subject to Section 9.9(1), the Warrant Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation without being liable to account for any profit made thereby.

Section 9.10 Acceptance of Agency

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

Section 9.11 Warrant Agent Not to be Appointed Receiver.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Section 9.12 Warrant Agent Not Required to Give Notice of Default.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the

Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

Section 9.13 Anti-Money Laundering.

(1)

The Corporation hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Agreement, for or to the credit of the Corporation, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

(2)

The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Agreement, provided (i) that the Warrant Agent's written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent's satisfaction within such ten (10) day period, then such resignation shall not be effective.

Section 9.14 Compliance with Privacy Code.

The Corporation acknowledges that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a)	to provide the services required under this Indenture and other services that may be requested from time to time;

(b)	to help the Warrant Agent manage its servicing relationships with such individuals;

(c)	to meet the Warrant Agent’s legal and regulatory requirements; and

(d)	if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

The Corporation acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of

its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described inits Privacy Code, which the Warrant Agent shall make available on its website or upon request, including revisions thereto. Some of this personal information may be transferred to servicers in the United States for data processing and/or storage. Further, the Corporation agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless the Corporation has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

Section 9.15 Securities Exchange Commission Certification.

The Corporation confirms that it has either (i) a class of securities registered pursuant to Section 12 of the US Securities Exchange Act of 1934, as amended (the “Act”); or (ii) a reporting obligation pursuant to Section 15(d) of the Act, and has provided the Warrant Agent with an Officers’ Certificate (in a form provided by the Warrant Agent certifying such reporting obligation and other information as requested by the Warrant Agent. The Corporation covenants that in the event that any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Act, the Corporation shall promptly notify the Warrant Agent of such termination and such other information as the Warrant Agent may require at the time. The Corporation acknowledges that Computershare is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

ARTICLE 10

GENERAL

Section 10.1 Notice to the Corporation and the Warrant Agent.

(1)	Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or if faxed:

(a)	If to the Corporation:

Jet Metal Corp.

Suite 1240, 1140 West Pender Street

Vancouver, B.C.

V6E 4G1

Attention: President and Chief Executive Officer

Facsimile number: 604-681-8030

(b)	If to the Warrant Agent:

Computershare Trust Company of Canada

3rd Floor, 510 Burrard Street

Vancouver, BC V6C 3B9

Attention: General Manager, Corporate Trust

Facsimile number: 604-661-9403

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if faxed, on the next Business Day following the date of transmission.

(2)

The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(3)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided in Section 10.1(1), or given by facsimile or other means of prepaid, transmitted and recorded communication.

Section 10.2 Notice to Registered Warrantholders.

(1)

Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing on the register and shall be deemed to have been effectively received and given on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

(2)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address for such Registered Warrantholders contained in the register maintained by the Warrant Agent or such notice may be given, at the Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within 5 business days of such event, and any so notice published shall be deemed to have been received and given on the latest date the publication takes place.

Section 10.3 Ownership of Warrants.

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

Section 10.4 Counterparts.

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

Section 10.5 Satisfaction and Discharge of Indenture.

Upon the earlier of:

(a)

the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Certificated Warrants (or such other instructions, in a form satisfactory to the Warrant Agent), in the case of Uncertificated Warrants, or by way of standard processing through the book entry only system in the case of a CDS Global Warrant; and

(b)	the Expiry Time;

and if all certificates or other entry on the register representing Common Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

Section 10.6

Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

Section 10.7

Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a)

the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation; and

(b)

the number of Warrants owned legally or beneficially by the Corporation;

and the Warrant Agent, in making the computations in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.

Section 10.8 Severability

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

Section 10.9 Force Majeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

Section 10.10 Assignment, Successors and Assigns

Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 10.11 Rights of Rescission and Withdrawal for Holders

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying shares that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying shares on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

		JET METAL CORP.
		By:	“Kate-Lynn Genzel”
			Name: Kate-Lynn Genzel
			Title: CFO
		By:	“Sheila Paine
			Name: Sheila Paine
			Title:Corporate Secretary

		COMPUTERSHARE TRUST COMPANY OF CANADA
		By:	“Jill Dunn”
			Name: Jill Dunn
			Title: Corporate Trust Officer
		By:	“Clara Yiu”
			Name: Clara Yiu
			Title: Associate Trust Officer

A-1

SCHEDULE “A”

FORM OF WARRANT

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 4 P.M. (PACIFIC DAYLIGHT TIME) ON SEPTEMBER 16, 2019 AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

For all Warrants include the following legend until such time as it is no longer required in accordance with applicable Canadian securities laws and TSX Venture Exchange policies:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 17, 2015.

(INSERT IF APPLICABLE) WITHOUT PRIOR APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JANUARY 17, 2015.

For all Warrants sold outside the United States and registered in the name of the Depository, the also include the following legend:

(INSERT IF BEING ISSUED TO CDS) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO JET METAL CORP. (THE "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

For Warrants sold in the United States, also include the following legends:

THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO JET METAL CORP. (THE “CORPORATION”); (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH

A-2

APPLICABLE LOCAL LAWS AND REGULATIONS; (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THIS WARRANTAND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER U.S. SECURITIES ACT OR U.S. STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LEGISLATION OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

A-3

WARRANT

To acquire Common Shares of

JET METAL CORP.

(incorporated pursuant to the laws of the Province of British Columbia)

Warrant

Certificate No. ●

Certificate for Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)

CUSIP 47713E116

ISIN CA 47713E1161

THIS IS TO CERTIFY THAT, for value received,

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of Jet Metal Corp. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 4:00 p.m. (Pacific Daylight Time) (the “Expiry Time”) on September 16, 2019 (the “Expiry Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

(a) duly completing and executing the exercise form (the “Exercise Form”) attached hereto; and

(b) surrendering this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at the principal office of the Warrant Agent, in the city of Vancouver, together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

A-4

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be $0.25 per Common Share (the “Exercise Price”).

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of September 16, 2014 between the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.

Neither the Warrants nor the Common Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or U.S. state securities laws. Other than by an original U.S. purchaser that purchased the Warrants directly from the Corporation, these Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless this security and the Common Shares issuable upon exercise of this security have been registered under the U.S. Securities Act and the applicable state securities legislation or an exemption from such registration requirements is available.

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

A-5

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Vancouver and in Toronto, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of September 16, 2014.

A-6

FORM OF TRANSFER

To: Computershare Trust Company of Canada

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to ____________________________________________________________________________________________________________________________________________________________(print name and address) the Warrants represented by this Warrants Certificate and hereby irrevocable constitutes and appoints ____________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

In the case of a warrant certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

_____

(A)

the transfer is being made only to the Corporation;

_____

(B)

the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “C” to the Warrant Indenture, or

_____

(C)

the transfer is being made within the United States or to, or for the account or benefit of, U.S. Persons, in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect.

In the case of a warrant certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a U.S. Person or to a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect.

A-7

If transfer is to a U.S. Person, check this box.

DATED this ____ day of_________________, 20____.

SPACE FOR GUARANTEES OF SIGNATURES (BELOW)	) ) ) )	__________________________________ Signature of Transferor
_________________________________ Guarantor’s Signature/Stamp	) ) )	__________________________________ Name of Transferor

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

A-8

Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

B-1

SCHEDULE “B”

EXERCISE FORM

TO: Jet Metal Corp.

AND TO: Computershare Trust Company of Canada

2nd Floor, 510 Burrard Street

Vancouver, BC V6C 3B9

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire ____________ (A) Common Shares of Jet Metal Corp.

Exercise Price Payable: __________________________________________________

((A) multiplied by $0.25, subject to adjustment)

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

_____

(A)

the undersigned holder at the time of exercise of the Warrants (i) is not in the United States, (ii) is not a U.S. Person, (iii) is not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, (iv) did not execute or deliver this exercise form in the United States, (v) delivery of the underlying Common Shares will not be to an address in the United States and (vi) has complied with the requirement for an “offshore transaction” under Regulation S of the United States Securities Act of 1933, as amended (the “U.S. Secrities Act”) ; OR

_____

(B)

the undersigned holder (a) is the original U.S. purchaser who purchased the Warrants pursuant to the Company’s Unit offering who delivered the U.S. Accredited Investor Certificate attached to the subscription agreement in connection with its purchase of Units, (b) is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the subscription agreement pursuant to which it purchased such Units, and (c) is, and such disclosed principal, if any, is an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act at the time of exercise of these Warrants and the representations and warranties of the holder made in the

B-2

original subscription agreement including the U.S. Accredited Investor Certificate remain true and correct as of the date of exercise of these Warrants; OR

_____

(C)

if the undersigned holder is (i) a holder in the United States, (ii) a U.S. Person, (iii) a person exercising for the account or benefit of a U.S. Person, (iv) executing or delivering this exercise form in the United States or (v) requesting delivery of the underlying Common Shares in the United States, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent (a) a completed and executed U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule “D” or (b) an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation) or such other evidence reasonably satisfactory to the Corporation to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representations.

Notes:

(1)

Certificates will not be registered or delivered to an address in the United

States unless Box B or C above is checked.

(2) If Box C above is checked, holders are encouraged to consult with the Corporation in advance to determine that the legalopinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.

“United States” and “U.S. Person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

Name(s) in Full and Social Insurance Number(s) (if applicable)	Address(es)	Number of Common Shares

B-3

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust.

DATED this ____day of _____, 20__.

		)
		)
Witness		) (Signature of Warrantholder, to be the same as ) appears on the face of this Warrant Certificate)
		)
		) Name of Registered Warrantholder

____ Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

C-1

SCHEDULE “C”

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO: Computershare Trust Company of Canada

Computershare Investor Services Ltd.

as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of Jet Metal Corp.

The undersigned (a) acknowledges that the sale ________________________of Jet Metal Corp. (the “Corporation”) represented by certificate number ___________ to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (b) certifies that (1) the undersigned is not an affiliate of the Corporation as that term is defined in the 1933 Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The Toronto Stock Exchange or any other designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S.

DATED this ____day of _____, 20__.

			(Name of Seller)
			By:
				Name: l
				Title: l

D-1

SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

Jet Metal Corp.

Suite 1240, 11400 West Pender Street

Vancouver, BC V6E 4G1

Attention: President and Chief Executive Officer

- and to -

Computershare Trust Company of Canada.

as Warrant Agent

Dear Sirs:

We are delivering this letter in connection with the purchase of common shares (the “Common Shares”) of Jet Metal Corp., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture dated as of September 16, 2014 between the Corporation and Computershare Trust Company of Canada.

We hereby confirm that:

(a)	we are an “accredited investor” satisfying one or more of the criteria set forth in Rule 501 (a) of Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”);

(b)	we are purchasing the Common Shares for our own account;

(c)	we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing the Common Shares;

(d)

we are not acquiring the Common Shares with a view to distribution thereof or with any present intention of offering or selling any of the Common Shares, except (A) to the Corporation, (B) outside the United States in accordance with Rule 904 under the U.S. Securities Act or (C) inside the United States in accordance with Rule 144 or Rule 144A under the U.S. Securities Act, if applicable, and in compliance with applicable state securities laws;

(e)	we acknowledge that we have had access to such financial and other information as we deem necessary in connection with our decision to exercise the Warrants and purchase the Common Shares; and

(f)	we acknowledge that we are not purchasing the Common Shares as a result of any “general solicitation” or “general advertising” (as those terms are defined in

D-2

Regulation D under the U.S. Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

We understand that the Common Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the U.S. Securities Act and that the Common Shares have not been and will not be registered under the U.S. Securities Act. We further understand that any Common Shares acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the fact that we will not offer, sell or otherwise transfer any of the Common Shares, directly or indirectly, unless (i) the sale is to the Corporation; (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; or (iii) the sale is made in the United States (A) pursuant to an exemption from registration under the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and in compliance with any applicable state securities laws or (B) pursuant to a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, and in the case of each of (iii)(A) and (iii)(B), the seller has furnished to the Corporation an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Corporation prior to such offer, sale or transfer.

We acknowledge that you will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate or complete.

DATED this ____day of _____, 20__.

		(Name of U.S. Purchaser)
		By:
			Name: l
			Title: l

EXHIBIT 12.1

CERTIFICATION

I, Jim Crawford, Chief Executive Officer, certify that:

1.	I have reviewed this annual report on Form 20-F of Jet Metal Corp.;

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;

The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (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 annual 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 most 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 and 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: August 25, 2015

“Jim Crawford”

Jim Crawford

Chief Executive Officer

EXHIBIT 12.2

CERTIFICATION

I, Kate-Lynn Genzel, Chief Financial Officer, certify that:

1.	I have reviewed this annual report on Form 20-F of Jet Metal Corp.;

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;

(a)

(b)

(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 annual 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 most 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 and 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: August 25, 2015

“Kate-Lynn Genzel”

Kate-Lynn Genzel

Chief Financial Officer

EXHIBIT 15.1

SUNDANCE GEOLOGICAL LTD.

Jet Metal Corp.

United States Securities and Exchange Commission

Dear Sirs:

RE: JET METAL CORP.

I, C. Stewart Wallis P.Geo., President of Sundance Geological Ltd. do hereby consent to filing of the following report.

Reference is made to the technical report entitled “Technical Report on the Central Mineral Belt (CMB) Property, Labrador, Canada” dated effective April 16, 2015, which the undersigned has authored on behalf of Sundance Geological Ltd. for Jet Metal Corp. (the “CMB Technical Report”).

Reference is also made to the technical report entitled “Technical Report on the Bootheel Project for Jet Metal Corp. and The Bootheel Project, LLC.” dated effective May 20, 2015, which the undersigned has co-authored on behalf of Sundance Geological Ltd. for Jet Metal Corp. (the “Bootheel Technical Report”).

I, on behalf of myself and on behalf of Sundance Geological Ltd. hereby consent to the inclusion of references to my name and the name of Sundance Geological Ltd. and references to, and information derived from, the CMB Technical Report and the Bootheel Technical Report, in this Annual Report on Form 20-F of Jet Metal Corp. which is being filed with the United States Securities and Exchange Commission.

Dated this 25th day of August, 2015.

[s] C. Stewart Wallis, P. Geo.

C. Stewart Wallis P.Geo.

President

Sundance Geological Ltd.

EXHIBIT 15.2

Jet Metal Corp.

United States Securities and Exchange Commission

Dear Sirs:

RE: JET METAL CORP.

I, Hrayr Agnerian, M.Sc (Applied), P.Geo, President of Agnerian Consulting Ltd. do hereby consent to filing of the following report.

Reference is made to the technical report entitled “Technical Report on the Bootheel Project for Jet Metal Corp. and The Bootheel Project, LLC.” dated effective May 20, 2015, which the undersigned has co-authored on behalf Agnerian Consulting Ltd. for Jet Metal Corp. (the “Bootheel Technical Report”).

I, on behalf of myself and on behalf of Agnerian Consulting Ltd. hereby consent to the inclusion of references to my name and the name of Agnerian Consulting Ltd. and references to, and information derived from, the Bootheel Technical Report, in this Annual Report on Form 20-F of Jet Metal Corp. which is being filed with the United States Securities and Exchange Commission.

Dated this 25th day of August, 2015.

[s] Hrayr Agnerian, M.Sc. (Applied), P. Geo.

Hrayr Agnerian, M.Sc. (Applied), P.Geo..

Consulting Geologist, President

Agnerian Consulting Ltd.

EXHIBIT 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Jim Crawford, Chief Executive Officer of Jet Metal Corp. (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	the annual report on Form 20-F of the Company for the year ended April 30, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) 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 results of operations of the Company.

Date: August 25, 2015

“Jim Crawford”

Jim Crawford

Chief Executive Officer

EXHIBIT 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Kate-Lynn Genzel, Chief Financial Officer of Jet Metal Corp. (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	the annual report on Form 20-F of the Company for the year ended April 30, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) 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 results of operations of the Company.

Date: August 25, 2015

“Kate-Lynn Genzel”

Kate-Lynn Genzel

Chief Financial Officer

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