Consolidated Financial Statements of. For the years ended September 30, 2012 and 2011 (Prepared in Canadian Dollars) Contents

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1 Consolidated Financial Statements of For the years ended September 30, 2012 and 2011 (Prepared in Canadian Dollars) Contents Independent Auditors Report 2 Consolidated Financial Statements Consolidated Financial Position 3 Consolidated Statement of Comprehensive loss 4 Consolidated Statement of Cash Flows 5 Consolidated Statement of Change in Equity

2 INDEPENDENT AUDITORS REPORT To the Shareholders of Mega Uranium Ltd. We have audited the accompanying consolidated financial statements of Mega Uranium Ltd. (the Company ), which comprise the consolidated statements of financial position as at, and the consolidated statements of comprehensive loss, changes in cash flows and equity for the years ended September 30, 2012 and 2011, 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, 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. 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 auditors consider 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, the consolidated financial statements present fairly, in all material respects, the financial position of Mega Uranium Ltd. as at September 30, 2012 and 2011, and October 1, 2010, and its financial performance and its cash flows for the years ended September30, 2012 and 2011 in accordance with International Financial Reporting Standards. Toronto, Canada December 18, 2012 ERNST & YOUNG LLP Chartered Accountants Licensed Public Accountants 2

3 - - MEGA URANIUM LTD. Consolidated Statements of Financial Position As at September 30, 2012, September 30, 2011 and October 1, 2010 September 30, September 30, October 1, Notes Assets Current Cash and cash equivalents $ 2,022 $ 1,988 3,839 Short-term investments 5 9,719 24,647 46,079 Prepaid expenses and receivables 1,998 1,383 1,987 13,739 28,018 51,905 Mineral properties and deferred exploration expenditures 4 129, , ,021 Long-term investments 6 6,852 7,090 6,566 Restricted cash Capital assets, net 8 1,356 1,870 2,217 $ 151,420 $ 172, ,056 Liabilities and Shareholders' Equity Current Accounts payable and accrued liabilities $ 970 $ 1,727 3,051 Income taxes payable Flow through share premium liability ,416-1,818 3,484 3,388 Long term income tax payable Deferred tax liabilities ,832 3,662 3,606 Shareholders' equity Share capital , , ,017 Warrant reserve 12 35,488 38,752 37,986 Share option reserve 13 63,280 62,671 61,112 Accumulated other comprehensive income 3,821 3,414 - Deficit (223,338) (203,065) (76,665) 149, , , Refer to Note 20 for the effects of the adoption of IFRS. See accompanying notes to the consolidated financial statements. $ 151,420 $ 172, ,056 3

4 MEGA URANIUM LTD. Consolidated Statements of Comprehensive Loss Years ended September 30, Note Operating Expenses General and administrative expenses 15 6,548 9,465 (6,548) (9,465) Foreign exchange gain (loss) (8) 108 Write-down of mineral properties and related expenditures (18,509) (115,606) Unrealized loss on investments (856) (4,494) Realized gain on investments 130 1,444 Interest income Loss on sale of capital asset - (12) Other income 1, Net loss before income taxes (23,889) (126,400) Recovery of income taxes 12,18 (3,616) - Net loss for the year (20,273) (126,400) Other comprehensive Income Exchange differences on translation of foreign operations 407 3,414 Net comprehensive loss for the year (19,866) (122,986) Net loss per common share Basic and diluted $ (0.08) $ (0.50) Weighted average number of common shares outstanding Basic and diluted 263,103, ,207, Refer to Note 20 for the effects of the adoption of IFRS See accompanying notes to the consolidated financial statements. 4

5 MEGA URANIUM LTD. Years ended September 30, Consolidated Statements of Cash Flows (In thousands of Canadian dollars) Cash used in Net loss for the year $ (20,273) $ (126,400) Items not affecting cash: Realized gains on investments (130) (1,444) Unrealized losses on investments 856 4,494 Amortization Amortization of premium on purchase of short term investment Stock-based compensation 433 1,587 Write-down of mineral properties and related expenditures 18, ,606 Loss on sale of capital asset - 12 Other income (690) (208) Recovery of income taxes (3,616) - Unrealized foreign exchange gains (3) (9) (4,056) (5,060) Changes in non-cash working capital balances from operations Prepaid expenses and receivables (409) 752 Accounts payable and accrued liabilities (1,145) (408) Income taxes payable (218) 4 (5,828) (4,712) Cash flows from financing activities Proceeds from private placement, net of offering costs - 9,192 Proceeds pursuant to exercise of options and warrants ,241 Cash flows from investing activities Expenditures on mineral properties and related exploration (8,103) (23,153) Proceeds from sale of investments 14,166 25,120 Purchase of investments (209) (8,089) Purchase of capital asssets (60) (274) Proceeds from disposition of capital assets ,794 (6,317) Net decrease in cash and cash equivalents (34) (1,788) Effect of changes in foreign exchange rate 68 (63) Cash and cash equivalents, beginning of year 1,988 3,839 Cash and cash equivalents, end of year $ 2,022 $ 1,988 Supplemental Cash Flows Information Payment of tax $ 39 $ 22 Refund of tax $ 9 $ - Issue of share capital pursuant to acquisition of properties (note 4 (ii)) $ 3,450 $ - 1. Refer to Note 20 for the effects of the adoption of IFRS See accompanying notes to the consolidated financial statements. 5

6 MEGA URANIUM LTD Consolidated Statements of Changes in Equity Years ended September 30, 2012 and 2011 Accumulated Number of other comprehensive Warrants Share option Total Shareholders' shares # Share capital Deficit income reserve reserve equity $ $ $ $ $ $ Balance at 1 October ,093, ,895 (203,065) 3,414 38,752 62, ,667 Net loss for the period - - (20,273) (20,273) Other Comprehensive income Share-based compensation under Employee Stock Option Plan Common shares issued for acquiring properties 10,000,000 3, ,450 Share issuance cost - (8) (8) Deferred tax on expired warrants (3,264) - (3,264) Balance at 30 September ,093, ,337 (223,338) 3,821 35,488 63, ,588 Balance at 1 October ,026, ,017 (76,665) - 37,986 61, ,450 Net loss for the period - - (126,400) (126,400) Other comprehensive income , ,414 Share-based compensation under employee stock option plan ,587 1,587 Exercised stock options 66, (28) 48 Common shares issued pursuant to flow through offerings 11,000,000 8, ,426 Flow through share premium liability - (1,624) (1,624) Warrants issued pursuant to flow through offering Balance at 30 September ,093, ,895 (203,065) 3,414 38,752 62, , Refer to Note 20 for the effects of the adoption of IFRS See accompanying notes to the consolidated financial statements 6

7 1. Nature of Business: Mega was incorporated in 1990 under the laws of the Province of Ontario and its shares are publicly traded on the Toronto Stock Exchange (the TSX ) under the symbol MGA. The Company is domiciled in the Province of Ontario, Canada and its registered office address is at 130 King St. West, Suite 2500, Toronto, Ontario, Canada, M5X 2A2. Mega Uranium Ltd. ( Mega or the Company ) is an exploration and development stage mineral resources company with a focus on uranium properties in Australia, Cameroon and Canada. Mega is in the process of exploring its mineral properties and has not as yet determined whether these properties contain reserves that are economically recoverable. The recoverability of the amounts shown for mineral properties and related expenditures is dependent upon various factors, including: the selling price of uranium at the time the Company intends to mine its properties; the existence of economically recoverable reserves; the ability of the Company to obtain the necessary financing to complete exploration and development; government policies and regulations; and future profitable production or proceeds from disposition of such properties. These consolidated financial statements were approved by the Board of Directors on December 18, Basis of preparation: a) Statement of Compliance: These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ) which the Company has adopted in its annual consolidated financial statements as at and for the year ended September 30, Previously, the Company prepared its annual consolidated financial statements in accordance with Canadian Generally Accepted Accounting Principles ( CGAAP ). The significant accounting policies are presented in Note 3 and have been consistently applied in each of the years presented. Significant accounting estimates, judgments and assumptions used or exercised by management in the preparation of these consolidated financial statements are presented below. The Company s date of transition to IFRS and its opening IFRS consolidated statement of financial position are as at October 1, 2010 (the Transition Date ). An explanation of how the transition to IFRS on the Transition Date has affected the reported financial position and financial performance of the Company is provided in Note 20, which includes reconciliations of Mega s consolidated statements of financial position, comprehensive loss and equity for comparative periods prepared and previously reported in accordance with CGAAP, to those prepared and reported in these consolidated financial statements in accordance with IFRS. 7

8 2. Basis of preparation (continued): b) Basis of presentation: These consolidated financial statements have been prepared using the historical cost convention except for some financial instruments which have been measured at fair value. All monetary references expressed in these notes are references to Canadian dollar amounts ( $ ) except as otherwise noted. c) Basis of consolidation: These consolidated financial statements of Mega include the accounts of its wholly-owned subsidiaries: Maple Resources Inc.; Uranium Mineral Ventures Inc. ( UMVI ); Mega Georgetown Pty Ltd; Mega Hindmarsh Holdings Pty Ltd. ( Hindmarsh ); Mega Redport Holdings Pty Ltd.; Twenty-Seven Capital Corp. ( TSC ); Monster Copper Corporation ( Monster ); Nu Energy Uranium Corporation ( Nu Energy ); and Northern Lorena Resources Ltd. ( Lorena ). Subsidiaries are all entities over which the Company controls, either directly or indirectly, where control is defined as the power to govern the financial and operating policies and generally accompanies a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date on which control ceases. All significant inter-company transactions and balances have been eliminated upon consolidation. d) Critical accounting judgments, estimates and assumptions: The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. The information about significant judgments, estimates and assumption that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are discussed below: 8

9 2. Basis of preparation (continued): (a) Judgments (i) Going concern: The Company s management has made an assessment of the Company s ability to continue as a going concern and is satisfied that the Company has the resources to continue in business for the foreseeable future. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Company s ability to continue as a going concern. Therefore, the consolidated financial statements continue to be prepared on the going concern basis. (ii) Determination of functional currency IAS 21 The Effects of Changes in Foreign Exchange Rates (IAS 21) defines the functional currency as the currency of the primary economic environment in which an entity operates. The determination of functional currency, which is performed on an entity by entity basis, is based on various judgmental factors outlined in IAS 21. Based on assessment of the factors in IAS 21, primarily those that influence labour, material and other costs of goods or services received by its subsidiaries, management determined that the functional currency for the parent company is Canadian Dollars and the Australian Dollar and Cameroon Franc for the Company's subsidiaries located in Australia and Cameroon, respectively. (iii) Mineral properties and deferred exploration expenditures: The application of the Company s accounting policy for exploration and evaluation assets requires judgment in determining whether it is likely that costs incurred will be recovered through successful exploration and development or sale of the asset under review. Furthermore, the assessment as to whether economically recoverable reserves exist is itself an estimation process. Estimates and assumptions made may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in the statement of comprehensive income in the period when the new information becomes available. The carrying value of these assets is detailed at Note 4. (b) Estimates and assumptions (i) Impairment of assets: At each financial position reporting date, the carrying amounts of the Company s 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. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An asset s recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the 10

10 2. Basis of preparation (continued): risks specific to the asset. If the recoverable amount of an asset or cash generating unit 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 net income or loss for the period. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cashgenerating 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 net income or loss. (ii) Share-based payments: The Company uses the Black-Scholes option pricing model to calculate stock-based compensation expense. The Black-Scholes model requires six key inputs to determine a value for an option: risk free interest rate, exercise price, market price at date of issue, expected dividend yield, expected life and expected volatility. Certain of the inputs are estimates which involve considerable judgment and are, or could be, affected by significant factors that are out of the Company s control. 3. Significant accounting policies: (a) Foreign currency translation: Functional currency, as described in IAS 21 is the currency of the primary economic environment in which the Company operates. Each entity in the company determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency of Mega Uranium Corp., TSC, Monster, Nu Energy and Lorena is the Canadian dollar. The functional currency of UMVI, Mega Georgetown Pty Ltd, Hindmarsh, and Mega Redport Holdings Pty Ltd is the Australian dollar and the functional currency of Mega Cameroon, a wholly-owned subsidiary of Nu Energy, is the Cameroon Franc. Transactions and balances Transactions in foreign currencies are initially recorded in the functional currency at the rate in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the spot rate of exchange in effect at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Nonmonetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. All exchange differences are recorded in the foreign exchange gain or loss in the consolidated statement of comprehensive income (loss) under foreign exchange gain/loss. 11

11 3. Significant accounting policies (continued): Translation of foreign operations The results and financial position of Mega s subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows: 1. Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; 2. Share capital is translated using the exchange rate at the date of the transaction; 3. Revenue and expenses for each statement of comprehensive income (loss) are translated at average exchange rates; and 4. All resulting exchange differences are recognized as a separate component of equity and as an exchange difference on translation of foreign operations in other comprehensive income (loss) in the consolidated statement of comprehensive income (loss). The Company treats specific inter-company loan balances, which are not intended to be repaid in the foreseeable future, as part of its net investment which is recorded as an exchange difference on translation of foreign operations in other comprehensive income (loss) in the consolidated statement of comprehensive income (loss). When a foreign entity is sold, such exchange differences are recognized in the statement of comprehensive income (loss) as part of the gain or loss on sale. (b) Cash and cash equivalents currency translation: Cash and cash equivalents consist of deposits in banks and guaranteed investment certificates ( GICs ) that are readily convertible to cash with a remaining term at the date of acquisition of less than 90 days. (c) Financial instruments: Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are recognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires. Financial assets and financial liabilities are measured initially at fair value plus transactions costs, except for financial assets and liabilities carried at fair value through profit or loss, which are measured initially at fair value. Financial assets and financial liabilities are subsequently measured as described below. 11

12 3. Significant accounting policies (continued): Financial assets For the purpose of subsequent measurement, financial assets are classified into the following categories upon initial recognition: loans and receivables; financial assets at fair value through profit or loss; held-to-maturity investments; and available-for-sale financial assets. The category determines how the asset is subsequently measured and whether any resulting income or expense is recognized in profit or loss or in other comprehensive income. All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are considered impaired when there is objective evidence that a financial asset or a group of financial assets has been impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described below. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition these are measured at amortized cost using the effective interest method, less provision for impairment. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or that meet certain conditions and are designated at fair value through profit or loss upon initial recognition. Assets in this category are measured at fair value with gains or losses recognized in profit or loss. Financials assets at fair value comprise short-term investments and long term investments. Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity other than loans and receivables. Investments are classified as held to-maturity if the Company has the intention and ability to hold them until maturity. Heldto-maturity investments are subsequently measured at amortized cost using the effective interest method. If there is objective evidence that the investment is impaired, determined for example by reference to external credit ratings, the financial asset is measured at the present value of estimated future cash flows. Any changes to the carrying amount of the investment, including impairment losses, are recognized in profit or loss. The Company currently does not have any financial assets in this category. 12

13 3. Significant accounting policies (continued): Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial assets. Available-for-sale financial assets are measured at fair value. Gains and losses are recognized in other comprehensive income and reported within the available-for-sale reserve within equity, except for impairment losses and foreign exchange differences on monetary assets, which are recognized in profit or loss. When the asset is disposed of or is determined to be impaired the cumulative gain or loss recognized in other comprehensive income is reclassified from the equity reserve to profit or loss and presented as a reclassification adjustment within other comprehensive income. Interest calculated using the effective interest method is recognized in profit or loss. Reversals of impairment losses are recognized in other comprehensive income, except for financial assets that are debt securities which are recognized in profit or loss only if the reversal can be objectively related to an event occurring after the impairment loss was recognized. The Company currently does not have any financial assets in this category. Financial liabilities Financial liabilities are measured subsequently at amortized cost using the effective interest method, except for financial liabilities held for trading or designated at fair value through profit or loss, that are carried subsequently at fair value with gains and losses recognized in profit or loss. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. The Company s financial liabilities measured at amortized cost include trade payables and accrued liabilities. The Company currently does not have any financial liabilities held for trading or designated at fair value through profit or loss. (d) Revenue recognition: Interest income and other income are recorded on an accrual basis. Realized and unrealized gains and losses on disposal of long term investments and short term investments are reflected in the consolidated statement of comprehensive income (loss). Upon disposal of an investment, previously recognized unrealized gains or losses are reversed, so as to recognize the full realized gain or loss in the period of disposition. Dividend income is recorded on the ex-dividend date. (e) Stock-based compensation plans: The Company has stock-based compensation plans which are described in note 11 (b). The Company grants stock options to acquire common shares to directors, officers and consultants ( equity-settled transactions ).The board of directors determines the specific grant terms within 13

14 3. Significant accounting policies (continued): the limits set by the Company s stock option plan. The Company s stock option plan does not provide for cash settlement of options. Any consideration received on the exercise of stock options is credited to share capital. The cost of equity settled transactions is recognized, together with a corresponding increase in share option reserve, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant option holder become fully entitled to the award ( the vesting date ). The cumulative expense recognized for equity settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company s best estimate of the number of equity instruments that will ultimately vest. The Company records compensation expense and credits share option reserve for all stock options granted which represents the movement in cumulative expense recognized as at the beginning and end of that period. Stock options granted during the period are accounted for in accordance with the fair value method of accounting for stock-based compensation. The fair value for these options is estimated at the date of grant using the Black-Scholes option pricing model. Where the terms of an equity settled award are modified, the minimum expense recognized in compensation expense is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non vesting conditions within the control of either the Company or the counterparty are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. Where equity-settled transactions are entered into with non-employees and some or all of the goods or services received by the Company as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments to nonemployees are measured at the fair value of the goods or services received. (f) Capital assets: Capital assets are recorded at cost, less accumulated amortization. Amortization is provided at rates designed to amortize the cost of capital assets over their estimated useful lives as follows: Rate Basis Mining equipment 5 to 15 years Straight line Computer equipment 35% Declining balance Furniture and equipment 20% Declining balance Motor vehicles Software years 20% Straight line Straight line 14

15 3. Significant accounting policies (continued): An item of capital assets is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss. When an item of capital assets comprises major components with different useful lives, the components are accounted for as separate items of capital assets. (g) Net income (loss) per common share: Basic earnings (loss) per common share has been determined by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the year, excluding shares securing employee share purchase loans and shares in escrow, if any. The Company follows the treasury stock method in the calculation of diluted earnings per share. Under this method, the calculation of diluted earnings per share assumes that outstanding options and warrants which are dilutive to earnings per share are exercised and the proceeds are used to repurchase shares of the company at the average market price of the shares for the period. The treasury stock method is not used to calculate diluted loss per share because the result would be anti-dilutive. Loss per share (basic) and loss per share (diluted) are equivalent measures and calculated on a non-dilutive basis. (h) Income taxes: Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income (loss). Current income tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not recognized on the initial recognition of goodwill, on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction, and on temporary differences relating to investments in subsidiaries and jointly controlled entities where the reversal of these temporary differences can be controlled by the Company and it is probable that reversal will not occur in the foreseeable future. Deferred income tax assets and liabilities are measured, without discounting, at the tax rates that are expected to apply when the assets are recovered and the liabilities settled, based on tax rates that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the related tax benefit to be utilized. 15

16 3. Significant accounting policies (continued): Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities, and the deferred taxes relate to the same taxable entity and the same taxation authority (i) Flow-through Shares: Resource expenditure deductions for income tax purposes related to exploration activities funded by flow-through share arrangements are renounced to investors under Canadian income tax legislation. On issuance, the Company separates the flow through share into i) a flowthrough share premium, equal to the estimated premium, if any investors pay for the flowthrough feature, which is recognized as a liability and ii) share capital. Upon expenses being incurred, the Company derecognizes a deferred tax liability for the amount of tax reduction renounced to the shareholders. The premium is recognized as other income and the related deferred tax is recognized as a tax provision. To the extent that eligible deferred income tax assets are available, the Company will reduce the deferred income tax liability and record a deferred income tax recovery. Proceeds received from the issuance of flow-through shares must be expended on Canadian resource property exploration within a period of two years. Failure to expend such funds as required under the Canadian income tax legislation will result in a Part XII.6 tax to the Company on flow-through proceeds renounced under the Look-back Rule. When applicable, this tax is accrued as a financial expense until paid. (j) Short term and long term investments: At the end of each financial reporting period, the Company s management estimates the fair value of investments (which are classified as held-for-trading) based on the criteria below and reflects such valuations in the consolidated financial statements. 1. Securities, including shares, options, and warrants which are traded on a recognized securities exchange and for which no sales restrictions apply are recorded at fair values based on quoted closing bid prices at the consolidated balance sheet dates or the closing bid price on the last day the security traded if there were no trades on the consolidated balance sheet dates. 16

17 3. Significant accounting policies (continued): 2. Securities which are traded on a recognized securities exchange but which are escrowed or otherwise restricted as to sale or transfer are recorded at amounts discounted from market value to a maximum of 10%. In determining the discount for such investments, the Company considers the nature and length of the restriction. 3. For securities which are not traded on a recognized securities exchange, no market value is readily available. When there are sufficient and reliable observable market inputs, a valuation technique is used; if no such market inputs are available, the warrants are valued at intrinsic value, which is equal to the higher of the closing bid price at the consolidated balance sheet date of the underlying security less the exercise price of the warrant and zero. (k) Mineral properties and deferred exploration expenditures: The Company records exploration and evaluation assets, which consists of the costs of acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized to the property. The exploration and evaluation assets are capitalized until the exploration and evaluation assets to which they relate are placed into production, disposed of through sale or where management has determined there to be impairment. If an exploration and evaluation property interest is abandoned, both the acquisition costs and the exploration and evaluation cost will be written off to operations in the period of abandonment. On an ongoing basis, exploration and evaluation assets are reviewed on a property by- property basis to consider if there is any indicator of impairment. If any indication of impairment exists, an estimate of the exploration and evaluation assets recoverable amount is calculated. The recoverable amount is determined as the fair value less costs to sell for the exploration and evaluation property interest and their value in use. The fair value less costs to sell and the value in use are determined for an individual exploration and evaluation property interest, unless the exploration and evaluation property interest does not generate cash inflows that are largely independent of other exploration and evaluation property interests. If this is the case, the exploration and evaluation property interests are grouped together into cash generating units ( CGUs ) for impairment purposes. 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 profit or loss for the period. The Company s determination for impairment is also based on: (i). whether the exploration programs on the exploration and evaluation assets have significantly changed, such that previously identified resource targets are no longer being pursued; 17

18 3. Significant accounting policies (continued): (ii) whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; and (iii) whether remaining claim tenure terms are insufficient to conduct necessary studies or exploration work. Where impairment subsequently reverses the carrying amount of the asset is increased to the revised estimate and its recoverable amount, up to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss is recognized in the period in which that determination was made in profit or loss. (m) Related party transactions: Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant control over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties. Future accounting changes: Unless otherwise noted, the following new or revised standards and amendments are effective for annual periods beginning on or after January 1, 2013 with earlier application permitted. The Company has not yet assessed the impact of these standards and amendments or determined whether it will early adopt them. IFRS 9 Financial Instruments IFRS 9 was issued in November 2009 and contained requirements for financial assets. This standard addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: Amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments and such instruments are either recognized at the fair value through profit or loss or at fair value through other comprehensive income. Where such equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent not clearly representing a return of investment; however, others gains and losses (including impairments) associated with such instruments remain in accumulated other comprehensive income indefinitely Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39, Financial Instruments Recognition and Measurement, except that fair value changes due to credit risk for designated at fair value through profit and loss would generally be recorded in other comprehensive income. 18

19 3. Significant accounting policies (continued): IFRS 10 Consolidated Financial Statements IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces SIC-12 Consolidation - Special Purpose Entities and parts of IAS 27 Consolidated and Separate Financial Statements. IFRS 11 Joint Arrangements IFRS 11 requires a venturer to classify its interest in a joint arrangement as a joint venture or joint operation. Joint ventures will be accounted for using the equity method of accounting whereas for a joint operation the venturer will recognize its share of the assets, liabilities, revenue and expenses of the joint operation. Under existing IFRS, entities have the choice to proportionately consolidate or equity account for interests in joint ventures. IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC-13 Jointly Controlled Entities-Non-monetary Contributions by Venturers. IFRS 12 Disclosure of Interests in Other Entities IFRS 12 establishes disclosure requirements for interests in other entities, such as joint arrangements, associates, special purpose vehicles and off balance sheet vehicles. The standard carries forward existing disclosures and also introduces significant additional disclosure requirements that address the nature of, and risks associated with, an entity s interests in other entities. IFRS 13 Fair Value Measurement IFRS 13 is a comprehensive standard for fair value measurement and disclosure requirements for use across all IFRS standards. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. It also establishes disclosures about fair value measurement. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measurements and in many cases does not reflect a clear measurement basis or consistent disclosures. Amendments to other standards In addition, there have been other amendments to existing standards, including IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures. IAS 27 addresses accounting for subsidiaries, jointly controlled entities and associates in nonconsolidated financial statements. IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS 10 to IFRS 13. IAS 1, Presentation of Financial Statements, has been amended to require entities to separate items presented in other comprehensive income ( OCI ) into two groups, based on whether or not items may be recycled in the future. Entities that choose to present OCI items before tax will be required to show the amount of tax related to the two groups separately. The amendment is effective for annual periods beginning on or after July 1, 2012 with earlier application permitted. 19

20 4. Mineral properties and related expenditures: The Company enters into exploration agreements with other companies pursuant to which it may earn interests in mineral properties by issuing common shares and/or making option payments and/or incurring expenditures in varying amounts by varying dates. Failure by Mega to meet such requirements can result in a reduction or loss of the Company s ownership interests or entitlements under the agreements. The following is a detailed list of the Company s mineral properties as at September 30, 2012: September 30, September 30, Net Book Value Net Expenditures/ (Recoveries) Impairment Foreign currency translation Net Book Value AUSTRALIA - Western Australia Redport Properties Lake Maitland Acquisition and exploration expenditures $ 81,339 $ 3,119 $ - $ 672 $ 85,130 Kintyre Rocks Acquisition and exploration expenditures 3, ,091 Total Western Australian properties 85,283 3, ,221 AUSTRALIA - South Australia & Northern Territory Hindmarsh Property Western South Australia Acquisition and exploration expenditures Central South Australia Acquisition and exploration expenditures 298 1,270 (148) (16) 1,404 Eastern South Australia Acquisition and exploration expenditures (3) 164 Northern Territory Acquisition and exploration expenditures Total South Australia & Northern Territory properties 906 1,320 (148) (6) 2,072 20

21 4. Mineral properties and related expenditures(continued): September 30, 2011 September 30, 2012 Net Book Value Net Expenditures/ (Recoveries) Impairment Foreign currency translation Net Book Value AUSTRALIA - Queensland Ben Lomond Property Acquisition and exploration expenditures $ 10,787 $ 487 $ - $ 97 $ 11,371 - Future Metals and Energy Properties Acquisition and exploration expenditures 5, ,171 Georgetown Properties Acquisition and exploration expenditures 5, ,357 Total Queensland properties 20, ,899 Total Australian properties 107,176 5,226 (148) ,192 21

22 4. Mineral properties and related expenditures(continued): September 30, 2011 September 30, 2012 Net Book Value Net Expenditures/ (Recoveries) Impairment Foreign Currency Translation Net Book Value CAMEROON (AFRICA) Kitongo/Lolodorf Property Acquisition and exploration expenditures $ 5,082 $ 488 $ - $ (496) $ 5,074 CANADA Ontario Properties Acquisition and exploration expenditures 2, ,999 Thelon Basin Acquisition and exploration expenditures 5,368 2,201 (4,314) - 3,255 South Fork Properties (Uranium Power) Acquisition and exploration expenditures 1,602 1 (964) Central Minerla Belt properties (Virginia Energy) Acquisition and exploration expenditures Maurice Point Properties (Forum Uranium) Acquisition and exploration expenditures Athabasca Properties (Cameco and Forum Uranium) Acquisition and exploration expenditures 252 1,233 (858) Athabasca Properties Acquisition and exploration expenditures - 2,677 (1,332) - 1,345 Twenty-Seven Yukon Properties Acquisition and exploration expenditures 3, (3,147) - - Monster Labrador Properties Acquisition and exploration expenditures 9, (7,746) 1,985 Total Canadian properties 22,807 6,404 (18,361) - 10,850 Total mineral properties and related expenditures $ 135,065 $ 12,118 $ (18,509) ,116 22

23 4. Mineral properties and related expenditures(continued): The following is a detailed list of the Company s mineral properties as at September 30, 2011: October 1, 2010 September 30, 2011 Net Book Value Net Expenditures/ (Recoveries) Impairment Foreign currency translation Net Book Value AUSTRALIA - Western Australia Redport Properties Lake Maitland Acquisition and exploration expenditures $ 100,084 $ 15,471 $ (36,071) $ 1,855 $ 81,339 Kintyre Rocks Acquisition and exploration expenditures 26, (23,636) 729 3,944 Total Western Australian properties 126,380 16,026 (59,707) 2,584 85,283 AUSTRALIA - South Australia & Northern Territory Hindmarsh Property Western South Australia Acquisition and exploration expenditures 2,998 5 (2,800) Central South Australia Acquisition and exploration expenditures 2, (2,183) Eastern South Australia Acquisition and exploration expenditures 1, (1,022) Northern Territory Acquisition and exploration expenditures 1,916 - (1,845) Total South Australia & Northern Territory properties 8, (7,850)