Klondike Silver Corp

Klondike Silver Corp. has assembled a quality portfolio of silver and silver-rich polymetallic properties in historic mineral districts of North America, and is applying advanced exploration technologies to add value to these core assets.

Form 51-102F1

Management Discussion and Analysis

for

KLONDIKE SILVER CORP.

For the Period Ended August 31, 2010

This Management Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited financial

statements of Klondike Silver Corp. (“Klondike Silver” or the “Company”) for the period ended August 31, 2010 and

the audited financial statements for the year ended May 31, 2010, prepared in accordance with Canadian generally

accepted accounting principles, and is publicly available on SEDAR at

www.sedar.com

.

This MD&A has been prepared as of October 18, 2010. All amounts are expressed in Canadian dollars unless

otherwise stated.

Forward Looking Information

This MD&A includes some statements that may be considered “forward-looking statements”. All statements in this

discussion that address the Company’s expectations about future exploration and development are forward-looking

statements. Although the Company believes the expectations presented in such forward-looking statements are

based on reasonable assumptions, such statements are not guarantees of future performance and actual results or

developments may differ materially from those in the forward-looking statements. Factors that could cause actual

results to differ materially from those in forward-looking statements include market prices, exploration successes,

availability of capital and financing, and general economic, market, and business conditions. Readers are

cautioned that any such statements are not guarantees of future performance and actual results or developments

may differ materially from those projected in the forward-looking statements.

Risks and Uncertainties

The Company is subject to a number of risks and uncertainties due to the nature of its business. The Company’s

exploration and development activities expose the Company to various financial and operational risks that could

have a significant impact on its level of operating cash flows in the future. Readers are advised to study and

consider risk factors stressed below.

The following are identified as main risk factors that could cause actual results to differ materially from those stated

in any forward-looking statements made by, or on behalf of, the Company.

Financing

The Company’s future financial success depends on the ability to raise additional capital from the issue of shares

or the discovery of properties which could be economically justifiable to develop. Such development could take

years to complete and resulting income, if any, is difficult to determine. The sales value of any mineralization

potentially discovered by the Company is largely dependent upon factors beyond the Company’s control, such as

the market value of the products produced.

General Resource Exploration Risks and Competitive Conditions

The resource exploration industry is an inherently risky business with significant capital expenditures and volatile

metals markets. The marketability of any minerals discovered may be affected by numerous factors that are

beyond the Company’s control and which cannot be predicted, such as market fluctuations, mineral markets and

processing equipment, and changes to government regulations, including those relating to royalties, allowable

production, importing and exporting of minerals, and environmental protection. This industry is intensely

competitive and there is no guarantee that, even if commercial quantities are discovered, a profitable market will

exist for their sale. The Company competes with other junior exploration companies for the acquisition of mineral

claims as well for the engagement of qualified contractors. Metal prices have fluctuated widely in recent years, and

they are determined in international markets over which the Company has no influence.

Governmental Regulation

Regulatory standards continue to change, making the review process longer, more complex and therefore more

expensive. Exploration and development on the Company’s properties are affected by government regulations

relating to such matters as environmental protection, health, safety and labour, mining law reform, restrictions on

production, price control, tax increases, maintenance of claims, and tenure. There is no assurance that future

changes in such regulations couldn’t result in additional expenses and capital expenditures, decreasing availability

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of capital, increased competition, reserve uncertainty, title risks, and delays in operations. The Company relies on

the expertise and commitment of its management team, advisors, employees and contractors to ensure

compliance with current laws.

Company Overview

Klondike Silver is a Canadian listed public company with its shares traded on the TSX Venture Exchange under the

symbol “KS” as a Tier 2 company. Its operations are focused in British Columbia and the Yukon.

Klondike Silver is a junior exploration company with limited revenues from mineral producing operations. Activities

include acquiring mineral properties and conducting exploration programs. For the funding of property acquisitions

and exploration that the Company conducts, the Company does not use long term debt. Rather, it depends on the

issue of shares from the treasury to investors. Once a body of commercial ore is found the Company may offer to

a major mining company the opportunity to acquire an interest in a property in return for funding by the major

mining company of all or part of the exploration and development of the property.

Additional information relating to the Company may be found on SEDAR at

www.sedar.com

and the Company’s

website,

http://www.klondikesilver.com

.

Overall Performance

At the Company’s 100% owned Sandon, BC silver-lead-zinc mill, concentrate milled from the 4755 level was

produced and shipped up to May 2010. Revenue of $288,670 was received in the previous fiscal year and

$93,891 was received during this three-month period. Management plans to continue intermittent test mining while

conducting further underground exploration in the Silvana, Wonderful and Hinckley mines. The concentrate from

the material will be shipped to a smelter subject to an agreed upon schedule.

Exploration during the year focused on the Silvana Mine located 2 km from Sandon. The stage 2 drift westward into

the footwall of the Main Lode structure was completed and drill station #2 was cut at the end of this drift with

diamond drilling to test the mineralization within the lode structure. The initial drill program at drill station #2 was

completed. The Company is also extending the stage 2 drift further westward.

During the period the Company spent $1,221 for acquisitions and $504,124 for exploration. Significant

expenditures on mineral properties included labour and benefits ($194,947), equipment rentals ($88,800),

geologists ($88,273), mapping and sampling ($45,153) and supplies ($59,853). Overall, on a property-by-property

basis, the expenses on the Slocan Group of properties were most significant at $455,290, followed by work on

Yukon properties ($49,304).

Property Summaries and Exploration Updates

British Columbia Properties

Slocan Silver Camp

The Slocan Silver Camp is centered around the historic town of Sandon, located 53 kilometres north of Nelson in

southeastern, British Columbia. Sandon is 14.5 kilometres east of New Denver, and year round access is gained

via an all-weather gravel road branching off Highway 31A.

Klondike Silver’s claims in the Slocan Camp cover an area of approximately 130 square kilometers and include

most of the historical past-producing silver-lead-zinc prospects of the camp, including the Silvana Mine. The Slocan

Camp includes a fully operational 100-tonne per day mill situated at Sandon. The claims include legacy claims,

crown-granted claims, and recently acquired or converted mineral claims. Not all of the ground within the Camp is

held by Klondike Silver and not all claims are contiguous.

The area around Sandon has been divided into nine distinct areas for exploration, which include the Wonderful

property around the town of Sandon, Cody Creek immediately to the east, the Payne Mine area to the north, the

Hewitt-Van Roi camp southwest of Sandon, centered on two past producers, and to the far northeast, the Jackson

Basin exploration area. Additionally, the Rambler property, situated between the Payne and Jackson areas, the

Silverton Creek and Sandon Peak properties on the south slope of Silver Ridge and the Mt. Con property are in

early stages of exploration.

The central area of the Sandon camp, includes one of the largest past producing mines in the region as well as

numerous smaller past producers, and has been the focus of much of Klondike Silver’s surface and underground

exploration for the past several years. Klondike Silver opened its Sandon mining complex in Sandon, B.C. in the fall

of 2007 after being non-operational for several years. The Company rehabilitated old underground workings at its

Silvana Mine and the Wonderful Mine, both located within five kilometres of the Company's Sandon mill.

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Silvana Mine

The principal source of the Slocan Camp's historic silver-lead-zinc production comes from the Main Lode structure

which is more than 8 km long, extending from Silverton on Slocan Lake to Sandon in the east through the 'Silver

Ridge' of the Selkirk Mountains. The Silvana production came from less than 1.5 km of the Main Lode. The

Company holds approximately 1.5 km of the ground to the west of this productive zone, to within 0.5 km of the

Mammoth Mine.

About 1.5 million tons of ore was locally processed or direct-shipped from these historic operations. Total

recovered production to 1964 from the western segment was 9.5 million ounces of silver, 45,000 tons of lead and

60,000 tons of zinc. The eastern segment yielded approximately 9 million ounces of silver, 43,000 tons of lead and

13,000 tons of zinc. Almost all of this recovered production came from a zone within the Main Lode lying roughly

between 1,200 m and 1,700 m elevation. The central unexplored portion of this prospective deep zone passes for 4

km beneath 1,500 m to nearly 2,400 m approximate elevations of the steep-sided Silver Ridge. This area received

initial underground exploration westerly from the Silversmith Mine area in the late 1940s by the Kelowna

Exploration Company using a program of lateral drift mining and diamond drilling.

This section was explored, developed and mined by Silmonac's successors (including Kam-Kotia Mines Limited,

Silvana Mines Inc., Dickenson Mines Limited and Treminco Resources Ltd.) almost continuously from 1970 to

1993, and now by Klondike Silver. Production to date is about 8 million ounces of silver and over 30,000 tons each

of lead and zinc from some 550,000 tons of mill feed, representing 30% of the area's silver and 25% of its lead

production. This makes the Silmonac/Silvana operation the second largest single producer of silver and lead in the

Slocan camp after the Standard Mine. It should be noted that the silver-to-lead ratio from Silvana production was

higher than production from the Standard Mine, an enhancement that improves the potential economics of

Silvana's typical mill feed.

At the Silvana Mine, Company personnel have identified several small but potentially economically mineable areas

beyond the limits of productive former stopes developed in the early 1970s. These areas lie roughly 30 meters or

more in elevation above the main 4625 Level adit access. Detailed re-examination of historic records (including

assays from diamond drill holes and chip/channel samples) show the possibility of mineralized areas amenable to

small-scale mining using best-practice grade control to achieve desired economic returns.

The work program currently under way includes replacing a timbered ore-chute on 4625 Level at the base of the

gravity muck pass from 4755 Level, rehabilitating the skipway and manway between the two levels, re-establishing

compressed air, water and electrical services and bringing mining equipment up to 4755 Level. The initial testmining

will be by sub-drifting in the Main Lode structure towards the identified areas of interest. Channel and muck

sampling will be carried out to identify the best sections for stopping. The muck from the development will be

evaluated and stockpiled as appropriate.

The objectives of 2009/2010 underground exploration programs were to identify the presence of the lode structure

within the prospective horizon and to locate any ore-bearing chutes within the structure. The discovery of lode

structure early in the initial phase of exploration has allowed for optimism that projections are correct and should

allow the Company to quickly increase its resources and mining length.

During the last quarter of 2009 the Company announced that lateral drifting to the west had commenced from the

underground western extension of the main access 4625 Level. This heading is starting to cross-cut the lode

structure intersected in a recent drill program. The planned 100 meter drift is the first into a 1.5 km long unexplored,

underground segment of the productive and historic Main Lode structure which is the principal source of the Slocan

mining camp’s silver/lead/zinc production. The Company also completed a diamond drilling program and reevaluation

in an easily accessible, partly-explored area near former productive stopes. Test mining is planned for

this area on and just below the main 4625 Level of the Silvana Mine. Upon completion of the western drift

extension the drill will be moved to drill into the lode structure to test for mineralization.

Wonderful Property

Early work in the Camp by Klondike Silver going back to 2004, concentrated on the Wonderful property, located a

few hundred meters northwest of the Klondike Silver mill, which was rehabilitated and is now fully operational.

Older geochemical and geophysical surveys (1981) indicated that possible extensions to known veins might exist

in this area and subsequently two of the old, caved portals(No. 2 and No. 4), were located and opened by backhoe

excavation.

Trenching at the ‘A’ portal, also known as the McLanders portal, exposed a galena-rich vein through a strike length

of approximately 25 meters. The McLanders vein is open at both ends, exposed at the head of a small adit at its

east end and buried in overburden at its west end. When the vein was exposed seven samples were taken which

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returned values with high grade silver (to 4384 g/tonne or 135.8 oz/ton) and lead contents, as well as a high silver

to lead ratio which were encouraging and led to further trenching, extending the strike length of the McLanders

vein.

Drilling in 2005 confirmed the down-dip extension (to approximately 48 meters) of the McLanders vein, but total

sulphide content as well as lead and silver grades were considerably less than those exposed at surface.

Mineralization in the McLanders vein is highly variable within the laterally continuous, fault structure, and this

feature is common to all vein systems in the camp. Exploration therefore necessitates testing mineralized

structures on fairly closely spaced intervals, by both drilling and trenching. Other drill holes, in areas with VLF-EM

geophysical anomalies generally intersected fault structures with little or no mineralization.

In 2008 samples were taken from the McLanders vein. The vein in this area has been traced up slope for an

additional 9 meters of strike length, giving a total vein exposure of 33 meters. Five grab samples taken from the

exposed portion of the vein have been assayed with the following results:

Sample Pb % Zn % Ag oz/t Type

1 79.93 0.80 197.6 rock subcrop

2 75.37 1.50 117.2 rock subcrop

3 44.72 2.28 63.1 rock subcrop

4 67.51 2.21 161.4 rock subcrop

5 71.10 3.11 113.2 rock subcrop

During 2007 the Company completed the rehabilitation of the underground workings of theNo. 4 level, with raise

development and the rehabilitation of the No. 3 level completed in the summer of 2008. Mapping and chip sampling

of the raise and rehabilitated No. 3 level were completed in September 2008.

Twelve sample sections were taken along the length of a raise (the connecting shaft between two levels) driven

from the lowest No. 4 level (1144m elevation) up to the No. 3 level (1192m elevation). The raise follows a

mineralized vein on the Wonderful system across all lithologies for a length of 54.5m at 49° and connects with the

mineralization on the No. 3 level. The raise confirms connectivity of 53m of the mineralized vein on the No. 4 level

with 152m of vein mapped 48m higher on No. 3 level. Eighteen sample sections were taken from the No.3 level

with both the raise and the No. 3 level geology showing the same trend. Results of all 30 samples as discussed in

a press release dated December 8, 2008 are shown in the following table:

Table: Raise Assay Results, Wonderful No. 4/3 level

Width Sample Zn % Pb % Ag

g/tonne Width Sample Zn % Pb % Ag

g/tonne

25cm

- 54.5m 7.34 1.50 38 12cm

+ 150.2mE 23.57 0.25 34

65cm

- 50m 3.76 1.85 62 130cm

+ 150.2mE 10.54 2.58 75

45cm

- 44m 2.47 0.08 13 60cm

+ 141.2mE 26.04 0.24 68

50cm

- 40m 3.04 0.13 10 50cm

+ 130.2mE 16.35 0.55 34

55cm

- 35m 3.05 3.39 163 32cm

+ 121.2mE 16.29 2.06 68

30cm

- 30m 21.60 0.25 109 20cm

+ 116.3mE 12.86 0.06 20

20cm

- 25m 32.98 0.08 55 30cm

+ 93.3mE 7.01 0.05 11

47cm

- 22.5m 29.86 7.09 228 30cm

+ 77.2mE 0.2 0.03 2

12cm

- 20m 44.34 0.60 87 55cm

+ 71.3mE 22.68 15.26 300

37cm

- 14m 36.76 0.24 89 25cm

+ 50.4mE 37.77 4.22 238

39cm

- 9m 28.17 2.49 154 35cm

+ 50.4mE 31.86 0.82 117

42cm

- 3m 39.09 2.36 139 57cm

+ 40.3mE 38.25 0.49 84

15cm

+ 37.2mE 50.25 0.06 97

69cm

+ 33.4mE 38.87 0.08 79

5cm

+ 26.3mE 33.13 0.22 75

35cm

+ 17.1mE 30.53 3.53 124

24cm

+ 10mE 48.13 3.66 176

38cm

+ 0mE 8.98 2.86 84

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Underground diamond drilling was completed on the No. 4 level in the Wonderful Mine, on a heading down dip

from the McLanders zone, (grab values reported as high as 79% lead and silver as high as 197 oz per ton). The

diamond drill program was designed to test the steeply dipping mineralized vein that was discovered in a raise

being driven from the No. 4 level to the No. 3 level where drilling tested the width of the vein both along strike and

down dip of the raise.

Cody Creek

The Cody Creek area includes the eastern projection of the largest producing vein in the Sandon camp, the Main

lode. A second vein, the Adams lode, extends onto the property to the south of, and parallel to the Main lode. The

past producing Richmond-Eureka, Silversmith and Slocan King mines occur along the eastern extension of the

Main lode, while the Noonday mine is believed to be on the extension of the Adams lode. A 2007 soil

geochemistry program, targeting the area east of the known producing mines, identified several linear anomalies

that are coincident with these trends. Additional soil geochemistry, prospecting and trenching have been

conducted.

In 2009 an extensive surface exploration program was developed to explore the east slope of Cody Creek. The

project involved two ground geophysics surveys and 600m of surface trenching. Several veins were exposed in

the trenching with significant alteration commonly associated with mineralized vein carrying lode structures. It is

believed that these structure are extensions of east-west trending lodes but are poorly mineralized due to host

rock competency on the east side of Cody Creek. Continued exploration of the Cody Creek property is focused

on the west side of the creek where host rock units are highly competent, and undeveloped mineralized veins

are known to occur.

In 2010 geological mapping and prospecting on the west side of Cody Creek sampled a mineralized zone and

indicated trenching targets for the fall of 2010 and spring of 2011. Part of the trenching program was undertaken

in 2010 and results are pending sample analysis. The Company’s exploration staff is anticipating good results

from completed work and further efforts in 2011 on the west slope of Cody Creek is proposed.

Payne property

Exploration of the Payne property, located on the slopes and ridges north of Carpenter Creek, was restricted to a

reconnaissance soil survey in 2007. The soil grid was extended to the north in 2008, and several anomalous areas

recognized from the 2007 survey required infill lines and sampling. In 2009, an anomalous zone of lead and silver

soil geochemistry was targeted for further exploration. The zone was located to the west of the Payne mine and

was thought to be an extension of known mineralization to the southeast. Magnetics and electromagnetic surveys

were conducted in the area followed by 500m of trenching. Vein exposures in the trenches were limited to discreet

narrow veins with only slight alteration. Host rock competency is low in the area, and northwest trending fault

structures are common, neither conducive to hosting mineralization. However, a rock unit similar to that hosting the

Payne mine is only 100m to the northeast and along strike with the veins discovered in trenching.

In 2010 the Company focused its efforts on a second anomalous zone on the Payne property. The zone was first

explored by prospecting and geological mapping followed by 350m of trenching in the fall. The results of this

program are yet to be released and samples taken from several large structures with lode type alteration are

awaiting assay.

The Jackson basin

The Jackson basin, located in the northeastern part of the Slocan area, is centered on several small, but reportedly

high grade northeast-trending veins. Known BC Minfile deposits and occurrences include the Jackson, Corrigan,

Towser and Zuni and prospecting by Klondike Silver discovered a new vein, or extension of a known vein, located

in the northwestern part of the area.

Exploration in 2007 included extending an earlier soil grid, and trenching one of the known occurrences, Stenson,

(which contained grab samples with up to 53 oz/ton silver) with only limited success. A subsequent ground

geophysical survey demonstrated more clearly the trend of this vein and future trenching will be more accurately

controlled. Soil sampling in the Jackson basin was completed in 2008, and a ground geophysical survey was

extended between the known occurrences along areas marked by prominent airborne linears.

On June 26, 2009 the Company announced the staking of 145 hectares to the west of the Jackson Mine claims. In

2010, the Company extended its holding east of the Jackson basin into the relatively unexplored Robb Creek basin

where the projected Jackson lode structure extends.

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During the last quarter of 2009 the Company received assays for a number of samples taken from ten recently

completed trenches. The trenching uncovered a 20cm diameter boulder in Trench 3 of mainly galena which

contained 72.42% Pb, 2.41%Zn, 2895g/tonne Ag. Trench 5 had a fault zone with samples assaying up to 17.59%

Pb, 1.12% Zn, 687g/tonne Ag. Mineralized quartz veins were discovered in 5 of the 10 trenches.

Based on known showings, and projected trends of lode structures, an exploration program was conducted in the

northern part of the basin, referred to as the Stenson Property, in the 2010 field season. Past soil and geophysical

surveys on the Stenson by Klondike Silver confirmed the east to northeasterly trend of Stenson mineralization,

helping direct a trenching program which exposed a silver-lead-zinc vein. Analyses of selected samples of the vein

returned values up to 53 oz/ton Ag, 6.38% Pb and 10.49 % Zn. Proposed exploration is intended to focus on the

western slopes of Stenson Creek and will include some fill-in soil geochemical and geophysical surveys followed

by trenching in an attempt to expose the mineralized structure.

Hewitt-Van Roi area

Little exploration has been done by Klondike Silver in the Hewitt-Van Roi area in the southern part of the Slocan

Silver camp. The area has produced more than 146 million grams (5,149,998 ozs) silver, 10,800,000 kg

(23,809,924 lbs) lead and 9, 370,000 kg (20,657,313 lbs) zinc. The 2008 program included a regional soil survey

to the west of the two past producing mines, additional prospecting and, as in all areas, both reconnaissance and

detailed geological mapping. In 2009 infill soil geochemistry and geophysics were conducted to identify targets for

diamond drilling which was carried out in the fall of 2009. Early in 2010 the company contracted an Induced

Polarization survey which identified two excellent targets for a second phase of drilling, one of which is on strike

with the past producing mines.

On June 26, 2009 the Company announced the staking of 956 hectares of new ground adjacent to the Hewitt Mine

area.

Other areas

All other areas have seen preliminary exploration efforts such as soil geochemistry, prospecting and geological

mapping. Systematic evaluation of targets within these properties is ongoing and later development along known

vein occurrences is expected. An expansion of the Company’s holdings in 2009 lead to creation of new

properties such as the Sandon Peak property consisting of 951 hectares including the Iron Mask mineral

occurrence.

In 2010 the company gave special attention to the Rambler property, where samples taken from a vein in 2009

assayed 2190 g/tonne Ag with no more than 1.0% Pb. The ratio of silver to lead in the sample indicated the

presence of high grade silver minerals such as prousite, and pyrargyrite commonly known as “ruby silver’ and

other silver sulphosalts. The area was further prospected and mapped and samples are awaiting analysis.

Historic data from the Sandon camp has been converted and compiled into digital format on to common base

maps at the field office at Rosebery, just north of New Denver. This has allowed for a ready comparison and

integration of all data, including surface and airborne geophysics, soil surveys, prospecting, and mapping, which

will lead to more accurate and controlled delineation of trenching targets.

Goldsmith Property Group

The Goldsmith Property Group consists of eight mineral properties, optioned from Locke Goldsmith, in and around

the Sandon Silver Camp, including several past producing mines.

Hallmac: This former producer (1980-1984) has rail in place and natural ventilation and strong air flow from the

adit. Proposed work, including drill-testing, would focus on the projected position of the lode on the 1690 Level.

Vulture: Historical mapping and soil sampling suggest that an offset portion of the previously mined lode at this

former producer (pre-1900 and 1952) may be present upslope and east of the drift. A second mineralized lode is

exposed on an adjacent claim. The lower Vulture adit has not yet been located. A soil sampling program has

recently begun and proposed work includes hand-trenching and underground mapping.

Enterprise: This former producer was worked by various parties to 1972, with production from a “dry” ore silica vein

with high silver and low base metals. Sampling in 1980 returned positive results at the face of the 8 Level (lowest

adit). Large dumps at several portals were selectively sampled, with results suggesting some fractions contain

appreciable mineralization.

Chambers: One adit and several stopes to surface have been located at this past-producing mine, which operated

intermittently to 1984. Proposed work will focus on higher grade, silver-rich areas if the adit portal is open.

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Adams Lode: Several adits were developed to explore lodes on the Chicago and Cristein claims. The Adams Lode

has been projected by soil geochemistry to continue from Sandon Creek through these claims. A sample of the

lode assayed 28.36 oz silver per ton, 52.42% lead and 1.40% zinc. Hand-trenching along the trend of the

geochemical anomalies is proposed.

Conductor: The Conductor Lode may be a northeastern extension of the formerly productive Alamo Lode. Soil

geochemistry and geological mapping have identified three or more lodes and two mineralized breccia zones.

Samples from an exposed lode and nearby dumps have returned positive results. More work is planned, including

sampling, mapping, hand-trenching, and drilling of the Conductor Lode and possibly other lodes.

Tufa: This former crown grant has no recorded history, although adits and trenches exist on the property. Results

are awaited from recent soil sampling and may be followed by an underground sampling program using existing

adits.

Vernon: This area has no published history, but covers a weak geochemical anomaly that may be tested with

further soil sampling.

Yukon Properties

Connaught Prospect

The Connaught prospect is located within the Sixtymile placer gold camp near Dawson, YT. Klondike Silver has

earned 50% interest in the property from ATAC. Previous work had outlined a 13- by 5-kilometre area of

anomalous geochemical response from stream sediment samples. Follow-up trenching along the lightly vegetated

ridgetops exposed 0.3- to two-metre-wide veins that typically grade between 100 and 1,000 grams per tonne silver,

and 0.3 to two grams per tonne gold.

Historical work began in the early 1960s and continued intermittently through the mid 1980s. During that time,

exploration consisted of grid soil geochemical sampling, ground geophysical surveys, bulldozer trenching and

limited diamond drilling. The older work identified numerous lead-in-soil geochemical anomalies and seven silverlead-

gold bearing veins (referred to as #1 through #7) within a 13 km by 5 km area that is now mostly covered by

the CN property. The CN property has reported historical grades for galena dominant samples collected

intermittently along a 275 m strike length range from 723 g/t to 5498 g/t Ag with lead values up to 84.65%.

Exploration in 2006 included an airborne property wide, time-domain electromagnetic system (VTEM) survey

completed by Geotech Ltd. This survey delineated strong conductors that appear to be related to an extensive

system of veins that extend across ridge tops into the adjacent heavily vegetated and overburden covered valleys.

The 2007 exploration work consisted of prospecting, grid soil sampling, approximately 1100 m of excavator

trenching and 566 m of diamond drilling. Most of this work was directed toward better establishing the tenor of

mineralization at the known vein zones.

Four historical vein zones were sampled and one new vein, the Stirling vein, was discovered. Excavator trenching

in the vicinity of the #1, #3, #4 and #7 veins located significant mineralization on the floor of an old trench at the #3

Vein and discovered two promising lenses in new trenches near the #7 Vein. All of these occurrences consist of

massive anglesite/galena in lenses, which have been exposed for widths up to 1.25 m and along strikes for up to

16 m. Closely spaced sawn channel samples were collected along each of the vein exposures to establish grade

control.

Part of the 2007 program consisted of a total of seven diamond drill holes testing at shallow depths beneath the #1,

#3 and #4 veins. Mineralized vein material was encountered in all holes. All analyses for the 2007 program were

performed at ALS Chemex laboratory in North Vancouver using industry-standard fire assay and ICP techniques.

This laboratory carries ISO 9001:2000 registration and is accredited to ISO 17025 by Standards Council of Canada

for a number of specific test procedures including fire assay Au by AA, ICP and gravimetric finish, and multielement

ICP and AA assays for Ag, Cu, Pb and Zn.

200 excavator trenching was conducted to enhance exposure and access to high grade silver veins, in preparation

for bulk sampling. The program was done by an exploration team led by Professional Geologist William Mann.

Assay results have confirmed three new areas of mineralization discovered by prospecting during the program

including:

Sample collected 1.8km south of the No. 4 vein returned 4.13 g/t Au, 406 g/t Ag and 10.4% Pb.

Two samples collected over 500m from the nearest trenches, northeast of the No. 7 vein returned 3.98 g/t

Au, 201 g/t Ag & 30% Pb, and 1.71 g/t Au, 1705 g/t Ag, & 12.2% Pb.

A sample collected approximately 700m south of the No. 8 vein returned 0.874 g/t Au, 312 g/t Ag, & 7.08%

Pb.

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#1 Vein

The #1 Vein is coincident with a linear, northeast trending lead-in-soil geochemical anomaly that extends for 1100

m along strike and contains peak values of 7400 ppm. Historical bulldozer trenching conducted along a 220 m

portion of the anomaly exposed a vein dominantly composed of quartz and arsenic-antimony sulfosalts with

intermittent lenses of massive galena.

Detail chip sampling was conducted along a 70 m portion of the vein zone in an open cut left from the bulk

sampling performed in the late 1960s and 1970s. The 2007 samples returned peak grades of 2550 g/t silver and

74.62% lead. These peak values are from galena- rich lenses. Adjacent quartz vein selvage material with arsenicantimony

sulfosalt mineralization also contains significant silver (up to 763 g/t) and lead (up to 25.28%)

accompanied by gold values up to 10.90 g/t. The two diamond drill holes tested beneath the vein on a section line

that passes under the trench 49.5 m from its start. The holes encountered quartz dominant vein material at the

anticipated piercement depths of 43 and 82 m. No significant mineralization was associated with either intersection.

#3 Vein

The #3 Vein is situated 3 km north of the #1 Vein and this site is marked by an old bulldozer pit, where the largest

portion of the historical bulk sample was believed to have been collected. In 2007, the base of the pit was cleared

of slough and debris exposing a 5 m long massive galena and anglesite lens that is up to 1.25 m wide. Channel

samples were sawn across the lens at various points and yielded grades up to 2880 g/t silver, 54.89% lead and

3.54 g/t gold. The highest grades for silver and lead are associated with massive galena and anglesite.

Two diamond drill holes CN-07-05 and -07 tested the #3 Vein Zone with piercements at 25 m directly beneath the

massive galena lens and 25 m along strike to the northeast. Both holes encountered massive galena and anglesite

at the anticipated piercement points. A third hole CN-07-06 was drilled from the same site as CN-07-05. It was

designed to test the vein at a target depth of 50 m but encountered a porphyry dyke that appears to have cut-off or

displaced the vein.

#4 Vein

Vein mineralogy at the #4 Vein is similar to the veins exposed on the CN property and reported historical grades for

galena-dominant samples collected intermittently along a 275 m strike length range from 723 g/t to 5498 g/t silver

with lead values up to 84.65%.

#7 Vein

The #7 Vein was exposed by extending an old bulldozer trench where massive galena cobbles were found within

the lower part of the soil profile. A vein zone that is likely the source of the galena cobbles was exposed in two

excavator trenches situated approximately 120 m apart. The northern trench, TR-07-27, exposed a quartz vein with

arsenic-antimony sulfosalt mineralization and massive galena lenses up to 55 cm wide, along a strike length of

roughly 23 m. The northernmost of the galena lenses is open to the northeast where it projects beneath an access

road. Approximately 2 tonnes of massive galena was recovered during the exploration of this lens.

TR-07-29, which is located 120 m to the southwest of TR-07-27, exposed a vein zone dominantly composed of

quartz with arsenic-antimony sulfosalt mineralization. A chip sample across this exposure returned 479 g/t silver

8.81% lead and 1.51 g/t gold across 0.56 m.

Stirling Vein

The Stirling Vein is a new discovery made by deepening an old bulldozer trench, situated approximately 400 m

northeast of the #7 Vein. It is characterized by a strong arsenic-antimony sulfosalt-bearing quartz vein, again with

intermittent massive galena lenses up to 47 cm wide. The vein was exposed for a strike length of 22 m. The

samples yielded grades up to 2083 g/t silver over 0.66 m, 51.50% lead over 0.66 m, and 5.81 g/t gold over 0.43 m.

Stump Property

The Stump property lies six kilometres east of the former Ketza gold mine, which is currently being explored by

Yukon Nevada Gold Corp. The mineralization occurs in a strong vein that is exposed in bulldozer trenches and two

levels of underground development. Trenching has exposed the vein over an 850-metre length, of which the best

247-metre grades 853.6 grams per tonne silver and 22.2% lead over an average width of 1.2 metres. A raise

extending from the upper adit to within three metres of surface averaged 582.8 grams per tonne silver and 16.5%

lead across 1.4 metres for a length of 40 metres up the incline of the vein. This prospect is primarily viewed as a

small-scale high-grading opportunity that could be rapidly brought to production to capitalize on price spikes in the

silver market.

9

In August 2007, Klondike Silver dug a trench along the best mineralized parts of the vein. Combined with earlier

trenches, this excavation provides continuous exposure of the vein for a 350-metre strike length. Results of the

2007 excavator trenching present a slightly different interpretation than was suggested by previous bulldozer

trenching. These results show that most of the metal is concentrated in discrete lenses, which should make it

amenable to small-scale extraction without on-site beneficiation. Six main lenses of semi-massive to massive

galena were identified along a 300 m strike length. The lenses have an aggregate length of 75 m and an average

width of 0.25 m.

In 2007 four bulk samples collectively comprising approximately 80 tons of galena-rich material were extracted

from the four largest lenses. The bulk samples were transported to Klondike Silver’s mill at Sandon, B.C. where

they were crushed and milled. Head grades reported from the mill reported originally in a press release dated July

31, 2008 are listed in the table below:

Klondike Silver Corp. BULK SAMPLE: STUMP PROPERTY, YUKON

Mill Run at Sandon, BC - Sept/Oct 2007

Lens Samples

Tonnage

(short tons)

Pb

(%)

Ag

(g/tonne)

Ag

(oz

t/ton)

Zn

(%)

B 2459 Head sample Lot B 8.7 39.87 1578 46.03 0.38

C 2464 Head sample Lot C 31.5 37.41 1416 41.30 0.37

E 2456 Head sample Lot E 27.0 39.32 1559 45.47 1.34

F 2461 Head sample Lot F 13.5 42.62 1612 47.02 0.30

Total 80.7

Analyses for the 2007 head grade samples were performed at Acme Analytical Laboratories Ltd. in Vancouver

using industry standard ICP-ES techniques. This laboratory is currently registered with ISO 9001:2000

accreditation.

The 2008 program at the Stump property commenced a bulk sampling campaign of the near surface galena

lenses. This bulk sampling campaign produced some 1500 tons of ore that was shipped to Sandon for processing

and to Teck Cominco in Trail for smelting.

Hart Property

This property is staked land wholly owned by the Company, and located 5km east of the Connaught Joint

Venture claims, along the same geological trend. A late Cretaceous intrusive body lies at the center of the

claims, and multi-element geochemical anomalies are revealed by a regional survey of the area. The claims are

drained by streams with placer gold production.

Early stage work in 2010 has returned gold in soil geochemical anomalies.

Mexico Properties

Espiritu Property

The Espiritu property is a Porphyry-Polymetallic Gold/Silver/Copper/Lead/Zinc/Molybdenum/ Tungsten prospect

and is located approximately 150 km east of Hermosillo, in Sonora State, Mexico. The Espiritu alteration zone is

located some 20 km east of the pueblo of Sahuaripa at the head of arroyo Espiritu. The project covers

approximately 10,000 hectares and is operated by JV partner Kootenay Gold of Vancouver, B.C.

Spring 2009 exploration programs confirmed the project is host to an extensive area of polymetallic vein,

stockwork, breccia and copper-gold porphyry mineralization. Mineralization and alterations are hosted along a 5 km

east northeast trending structure that measures between 1 to 2 kilometres in width. The pervasive alteration

covering some 1-2 km x 5 km area define the Espiritu property. The alteration includes variations of propylite, iron

carbonate, argillic (kaolinitic), phyllic (sericite), tourmaline and biotite. The presence of “leach-cap” weathering

features have been noted from a number of locations. Secondary copper mineralization has been noted. The

northeastern portion of the alteration zone is marked by a distinctive “kill” zone.

Two zones of mineralization have been identified; the northeast zone dominated by a porphyry setting is separated

by a major fault from the southwest zone dominated by polymetallic veins and stockworks of precious and base

metal mineralization. The two zones appear to be genetically related and the polymetallic vein/stockwork systems

represent mineralized systems that would be expected to overlie the porphyry setting.

10

Northeast Zone

The northeast Espiritu porphyry prospect is a 2.2 km x 1.4 km sub-circular area defined by a concentric pattern of

zonation diagnostic of copper gold porphyry deposits. The different zones are strong propylite, argillic, sericitic and

potassic (biotite) alteration hosted in a biotite, feldspar quartz porphyry. Extensive leaching of the argillic and

sericite alteration zones has resulted in the development of a leach-cap zone marked by the limonites goethite,

jarosite and hematite with local presence of the secondary copper minerals turquoise and chrysocolla.

In the biotite zone of alteration, 19 grab samples from the disseminated and fracture mineralization showed good

values of copper averaging 0.24% and gold averaging 0.239 gpt. In the argillic/sericitic zone of alteration or leachcap

zone, the average copper content shows values of 0.034%, consistent with the general average copper values

within the leach-cap zones that sit on top of known porphyry deposits of the southwest USA and northwest Mexico

(e.g.: Asarco's Silver Bell Mine and Grupo Mexico's Cananea and La Caridad Mines). The polymetallic veins within

the porphyry setting show anomalous values in gold (to a high of 3.60 gpt) and silver (to a high of 462gpt).

Southwest Zone

The southwestern part of the system is represented by veins, breccias and stockworks anomalous in gold, silver,

copper, lead and zinc. At present, the main mineralization in the southwest is defined by several zones spread out

along a 2 km length. These are named the west, central and east polymetallic zones. Anomalous mineralization

has been recognized in two other separate zones: the PS-1 zone about 2 km to the northwest and the PS-2 zone

about 500 metres to the east.

Two stages of mineralization are noted: one stage marked by mainly quartz veins low in all metal values and a

second stage marked by veins, breccias and stockworks of polymetallic gold, silver, copper, lead and zinc

mineralization.

A total of 58 grab samples were collected within the west, central and eastern parts of the southwest polymetallic

zone. The polymetallic veins averaged 226 gpt silver, 1.58% lead and 1.57% zinc associated with 0.18 gpt gold

and 0.15% copper. From the 35 samples collected from the polymetallic zone, 18 of 35 were greater than 0.100 gpt

gold and 29 of 35 were greater than 30 gpt silver.

The PS-1 area reported values of 0.84, 0.50 and 0.46 gpt gold and 277 and 217 gpt silver associated with

anomalous lead to 6% and zinc to 1.5%. The PS-2 zone reported silver values of 686, 644 and 487 gpt and

anomalous copper, lead and zinc from 13 samples has been noted. Anomalous values of molybdenum to 0.129%)

were noted from this area.

The property and geology is discussed in more detail in a press release dated November 26, 2008

.

Ontario Properties

Klondike Silver is exploring a number of properties in and around the Gowganda and Elk Lake silver camp areas of

Ontario. The Gowganda and Elk Lake silver camps were the largest silver producing areas in Ontario outside of the

Cobalt silver camp. The three camps collectively produced more than 400 million ounces of silver. Discoveries and

mining within the silver camps largely occurred in areas where rock is exposed and prospectors could more easily

discover the high-grade silver veins. Klondike Silver is using new state-of-the-art technologies to help map out the

geology, structures and potential silver-rich veins beneath areas covered with glacial till and overburden.

Haultain Property

The Haultain property and area has been explored primarily for silver-cobalt-nickel veins. Historically there were

four shafts sunk on the Haultain property: (1) the Haultain Shaft, where a number of silver-cobalt veins were found

to a depth of 350 feet. Native silver is reported in the veins with multiple ounce silver values reported; (2) the

Ottawa-Gowganda Shaft was sunk 207 feet with work on the 100 and 200 foot levels; (3) the Millcrest Shaft was

sunk 308 feet in 1925 and 7 high grade veins up to 12 inches wide with native silver and cobalt mineralization

reported; and (4) the McAlpine Shaft was sunk 100 feet on a silver/cobalt vein but with no reported results. Little

work has been done since the 1960s on the majority of the property with some areas not having been examined

since the 1920s.

In 2006 the Company completed surface trenching on the property, and in 2007 a program of nine drill holes

totalling 981 metres on diabase targets of the Flatstone diabase basin was completed.

In February 2008, the Company announced that the Phase I Diamond Drill Program in Haultain Township,

Gowganda, Ontario, has been completed. Nine drill holes totaling 981 metres were drilled on diabase targets of

the Flatstone Diabase Basin. The Flatstone Diabase Basin adjoins the Miller Lake Diabase Basin of Haultain

11

and Nicol Townships, where historical silver, and cobalt production from diabase-hosted deposits exceeded 56

million ounces silver and 560 tonnes of cobalt.

Drill targets were defined through prospecting with input from the assessment records of previous explorers and

producers in both Miller Lake and Flatstone Diabase Basins.

Hole Number Easting Northing Elevation

(m)

Azimuth

(degrees)

Dip

(degrees)

Length

(m)

HLT-07-01 521462 5280725 381 163 -45 303

HLT-07-02 521472 5281831 378 360 -45 81

HLT-07-03 521517 5281814 380 014 -45 81

HLT-07-04 521517 5281814 380 360 -45 210

HLT-07-05 521446 5281385 394 123 -60 201

HLT-07-06 521379 5281057 391 090 -45 102

HLT-07-07 523008 5280918 354 320 -45 201

HLT-07-08 522718 5280986 355 160 -45 201

HLT-07-09 522874 5280819 370 340 -45 201

Drill hole HLT-07-01 was drilled to test the presence of silver bearing quartz-carbonate veins associated with

faulting under Babs Lake, which lies on the eastern margin of the Miller Lake Diabase Basin. The target fault

zone is one of two principal faults that cross the Township from southwest to northeast, and which appear

implicit in the localization of mineralization at Miller Lake Diabase Basin mines.

Drill holes HLT-07-02, HLT-07-03, and HLT-07-04 were drilled to test the downdip and lateral extent of a 40cm

aplite vein associated with quartz-carbonate veining and chalcopyrite mineralization. This aplite/quartzcarbonate

vein zone was exposed at surface by logging activities and discovered during regional prospecting.

Aplite veins are important as they appear to represent the last stage of differentiation of the host diabase, and

occupy the same stratigraphic position and structures as silver-cobalt-nickel veins in the Miller Lake Diabase

Basin, three km to the west; the Calcite Creek Diabase Basin, five km to the east; and the Cobalt Silver Camp,

some 100 km east.

Drill hole HLT-07-05 was drilled to test the orientation and potential differentiation of the diabase as well as the

identity and stratigraphic relationships of the rocks at the upper and lower contacts of the diabase.

Drill hole HLT-07-06 tested the downdip extent of rocks and structures potentially favourable for the discovery of

silver and cobalt. Target rocks were exposed on surface in trenching carried out by the Company in 2006, and

are seen in historic shafts in the area.

Drill holes HLT-07-07, HLT-07-08, and HTL-07-09 tested a strong zone of quartz-carbonate veining over a 175m

distance. This zone is visible at surface, and mapping suggests the orientation of the vein set is consistent with

large-scale structural observations at the past-producing Miller Lake O’Brien Mine in the Miller Lake Diabase

Basin, which produced in excess of 36 million ounces silver and 360 tonnes of cobalt between 1910 and 1965.

The vein zone also appears correlative with the Haultain Mine prospect some in the Flatstone Diabase Basin,

and the Wigwam Silver prospect in the adjoining Calcite Lake Diabase Basin.

Due to budget constraints no work is scheduled this year.

Maralgo; Milner; South Bay; Reeves Lake properties

Drilling was conducted on these properties with no success. The projects are located in an area of significant past

work and a compilation of data is required moving forward. Due to budget constraints exploration work for this

season on these properties has been postponed. The South Bay property was written-off in this period.

Cleaver Central Property, Ontario

On November 3, 2009, the Company entered into a property option agreement to earn a 100% interest in a

mineral property, located in Cleaver Townships, Ontario. The property consists of four claims (46 units) and

access is via an all-weather road from Timmins. There is a 3% NSR payable, of which one third may be

purchased for $1,000,000. Consideration for the property consists of $105,000 ($10,000 paid) and 400,000

shares (100,000 issued), payable over 36 months.

12

Clagor Property

During the year the Company acquired an option to earn a 100% interest in the Clagor property, located in the

Timmins mining camp, 40 km south of Timmins, Ontario in English Township. Access is via an all-weather road

from Timmins, which passes just east of the property, with secondary logging roads accessing the east side and

coming within 1 km of the west side of the property. The property consists of two claims (28 units), covering a total

of 448 hectares (1,107 acres) of crown land.

The property is underlain by north-northeast striking Archean mafic to intermediate and felsic metavolcanics flows

tuffs, and mafic intrusive rocks. The government airborne geophysical MEGATEM survey has identified a number

of electromagnetic anomalies proximal to the junction of three regional linear magnetic anomalies on the property.

Klondike Silver plans to carry out ground geophysical and prospecting surveys to assess the potential for silver

mineralization that may be associated with the geophysical anomalies.

Results of Operation

For the period ended August 31, 2010, the Company incurred a net loss of $165,658 compared to a net loss of

$539,902 in the previous year. The significant differences between the two years include:

An increase in property write off to $54,918 (2009 - $Nil).

A decrease in office administration to $Nil (2009 - $225,000) due to 100% decreased overhead expenses.

A decrease in consulting fees to $33,000 (2009 - $101,100), due to lower consulting fees and bonuses.

A decrease of labour and benefits to $14,491 (2009 - $21,371), related to a decrease in milling activities at the

Sandon operation compared to the same period last year when Stump ore was being milled.

A decrease in investor relations and promotion to $7,081 (2009 - $57,026) due to cost cutting measures in

its internet promotion activities.

At August 31, 2010 deferred mineral property costs totalled $14,255,694 and deferred mill and equipment costs

were $895,086 compared to $13,852,066 and $941,754 respectively at May 31, 2010.

Summary of Quarterly Results

The following table sets forth selected quarterly financial information for each of the last eight quarters with the

figures for each quarter in Canadian dollars.

Quarter Ending Other Income

/ (Expense)

Net Loss

(Gain)

Net Loss

per Share

August 31, 2010 (53,532) 165,658 0.00

May 31, 2010 (1,013,667) 621,248 0.00

February 28, 2010 (12,759) 408,837 0.00

November 30, 2009 (32,509) 452,743 0.00

August 31, 2009 (21,609) 518,293 0.00

May 31, 2009 (2,166,152) 1,808,456 0.03

February 28, 2009 (674,548) 421,947 0.00

November 30, 2008 56,323 466,634 0.00

Note: The increase in Other Expense and as a consequence Net Loss for the quarters ending May 31, 2010 and

2009 are due to the write off of properties in those quarters.

Liquidity and Capital Resources

The Company has financed its operations primarily by the issue of share capital and loans from related parties.

The continued operations of the Company are dependent on its ability to develop a sufficient debt restructuring

plan, receive continued financial support from related parties, complete sufficient public equity financing, or

generate profitable operations in the future.

The Company had a working capital deficiency of $94,319 at August 31, 2010 (2009 - $781,253 working capital).

The decrease in working capital deficiency is a result of ongoing exploration activities. The Company believes it

13

does not have sufficient working capital to meet its obligations for the next twelve months. Additional capital will

be required to meet the obligations of the option agreements and meet its flow through obligations.

The Company’s capital needs in the current period and previous fiscal year have been met by the following

equity financings:

Period ended August 31, 2010:

i) In July 2010, the Company closed a private placement for 16,200,000 units at a price of $0.05 per unit for

total proceeds of $810,000. Each flow through unit consisted of one flow through common share and one

non flow through share purchase warrant entitling the holder to purchase one additional common share for

two years at a price of $0.10 per share. Each non flow through unit consisted of one non flow through

common share and one non flow through share purchase warrant entitling the holder to purchase one

additional common share for five years at a price of $0.10 per share in years one and two, $0.15 per share

in year three, and $0.20 per share in years four and five. For this private placement, commission was paid

in the amount of $40,800.

Year ended May 31, 2010:

ii) On February 1, 2010, the Company closed a private placement for 15,152,959 flow-through and

6,282,500 non flow-through units priced at $0.065 for gross proceeds of $1,393,305. Each flow through

unit consisted of one flow through common share and one non flow through share purchase warrant

entitling the holder to purchase one additional share for two years at the price of $0.10 per share. Each

non flow through unit consisted of one non flow through common share and one non flow through share

purchase warrant entitling the holder to purchase one additional share for five years at a price of $0.10

per share in years one and two, $0.15 per share in year three, and $0.20 per share in years four and

five.

iii) On December 10, 2009, the Company closed a private placement for 1,992,000 flow-through units at a

price of $0.08 and 11,020,308 non flow-through units priced at $0.065 for gross proceeds of $875,680.

Each unit consisted of either one flow-through or non flow-through common share and one non flowthrough

share purchase warrant entitling the holder to purchase one additional share at a price of $0.10

in the first two years and $0.15 for the next three years.

iv) On November 17, 2009, the Company closed a private placement for 2,500,000 flow-through units

priced at $0.065 for gross proceeds of $162,500. Each unit consisted of one flow-through common

share and one non flow-through share purchase warrant entitling the holder to purchase one additional

share at a price of $0.10 in the first two years and $0.15 for the next three years.

v) On July 14, 2009, the Company closed a private placement for 9,500,000 flow-through units priced at

$0.06 for gross proceeds of $570,000. Each unit consisted of one flow-through common share and one

non flow-through share purchase warrant entitling the holder to purchase one additional share for a

period of two years at a price of $0.10.

vi) On July 13, 2009, the Company closed a private placement for 2,210,000 flow-through and 8,400,000

non flow-through units priced at $0.06 for gross proceeds of $636,600. Each unit consisted of either one

flow-through or non flow-through common share and one non flow-through share purchase warrant

entitling the holder to purchase one additional share for a period of two years at a price of $0.10.

vii) On June 18, 2009, the Company closed a private placement for 1,893,000 flow-through and 200,000

non flow-through units priced at $0.06 for gross proceeds of $125,580. Each unit consisted of either one

flow-through or non flow-through common share and one non flow-through share purchase warrant

entitling the holder to purchase one additional share for a period of two years at a price of $0.10.

viii) On June 11 and 25, 2009, the Company closed private placements for 11,000,332 flow-through and

2,700,000 non flow-through units priced at $0.06 for gross proceeds of $822,020. Each unit consisted of

either one flow-through or non flow-through common share and one non flow-through share purchase

warrant entitling the holder to purchase one additional share for a period of two years at a price of $0.10.

ix) The Company incurred $200,226 share issuance costs pursuant to the private placements closed in the

year ended May 31, 2010.

Flow-Through Obligations

The Company has raised funds from the issuance of flow-through common shares whereby the Company has

agreed to incur those funds on Canadian Exploration Expenses (CEE”) and renounce, to the shareholders, the

14

tax benefits associated with CEE incurred. As at August 31, 2010 the Company was committed to spend

approximately $299,207 by December 31, 2010, $81,413 by December 31, 2011, and $675,000 by December

31, 2012 on qualifying CEE. Subsequently, the Company spent an additional $57,389 towards CEE.

Other than for CEE expenditures, the Company does not have any capital resource commitments.

Transactions with Related Parties

Related party balances consisted of the following:

2010

2009

Due from public companies related by a director in common

$ -

$ 40,342

Due to directors and companies with directors in common

$ (86,136)

$ -

The above amounts were unsecured, non-interest bearing and had no specified terms of repayment.

Transactions with related parties were in the normal course of operations and have been valued in these

financial statements at the exchange amount, which is the amount of consideration agreed to and established by

the related parties. In addition to the related party transactions reported in the mineral properties and share

capital notes in the audited financial statements, the Company had the following related party transactions

during the period ended August 31, 2010 and 2009:

a)

Pursuant to a management agreement contract with Hastings Management Corp. (“Hastings”), a private

company controlled by a director, the Company was charged $Nil (2009 - $225,000) during this period.

The contract is for a one-year renewable term and can be terminated by the Company with no notice being

given. The services to the Company included supervision and administration of the financial requirements

of the Company’s business, producing quarterly and year end accounts in accordance with public reporting

requirements; communicating with various regulatory authorities in order to ensure compliance with all

applicable laws; assisting in the preparation of news releases, professional analysis and planning of

exploration programs, promotional materials and other documents required to be disseminated to the

public and responding to any requests for information or questions which may be posed by the public;

providing access to secretarial services; providing office space, office furniture, boardroom facilities,

access to photocopier, fax and such other amenities normally associated with office needs; and providing

such other additional instructions and directions as required. At August 31, 2010, a total of $38,310 (2009

- $9,858) was owed to Hastings.

b)

Consulting fees in the aggregate of $32,500 (2009 - $51,600) were paid to directors and officers during

the year.

c)

At May 31, 2010, the Company owed $47,826 (2009 - $Nil) to directors and public companies with

common directors.

d)

$150,000 was advanced to the Company by a company controlled by a director as a subscription

advance for the next private placement to be completed by the Company.

Critical Accounting Estimates

Mineral properties consist of exploration and mining concessions, options and contracts. Acquisition and

exploration costs are capitalized and deferred until such time as the property is put into production, or the

property is disposed of either through sale or abandonment. If put into production, the costs of acquisition and

exploration will be written off over the life of the property, based on estimated economic reserves. Proceeds

received from the sale of any interest in a property will be credited against the carrying value of the property,

with any excess included in operations for the year. If a property is abandoned, the acquisition and deferred

exploration costs will be written off to operations.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, in

accordance with industry norms for the current stage of exploration of such properties, these procedures do not

guarantee the Company’s title. Property may be subject to unregistered prior agreements and non-compliance

with regulatory requirements. The Company is not aware of any disputed claims of title.

Recorded costs of mineral properties and deferred exploration expenditures are not intended to reflect present

or future values of mineral properties. The costs are subject to measurement uncertainty and it is reasonably

possible, based on existing knowledge, that change in future conditions could require a material change in the

recognized amount.

15

Management reviews capitalized costs on its mineral properties on a periodic basis and will recognize

impairment in value based upon current exploration results and upon management’s assessment of the future

probability of profitable revenues from the property or from sale of the property.

The Company measures the cost of the service received for all stock options made to consultants, employees

and directors based on an estimate of fair value at the date of grant. The Company uses the Black-Scholes

option pricing model to estimate the fair value of each stock option at the date of grant. Stock options which vest

immediately are recorded at the date of grant. Stock options that vest over time are recorded over the vesting

period using the straight line method. Stock options issued to outside consultants that vest over time are valued

at the grant date and subsequently re-valued on each vesting date and expensed as services are rendered.

Stock based compensation is recognized as expense or, if applicable, capitalized to mineral property costs with

a corresponding increase in contributed surplus. On exercise of the stock option, consideration received and the

estimated fair value previously recorded in contributed surplus is recorded as share capital.

Changes in Accounting Policy

The Company adopted the following provisions to the Canadian Institute of Chartered Accountants (“CICA”)

Handbook Sections on a prospective basis with no restatement to prior period financial statements:

a) Financial Instruments - Disclosures

CICA Handbook Section 3862,

Financial Instruments – Disclosures and

Section 3863, Financial

Instruments – Presentation

require disclosures about the inputs to fair value measurements, including

their classification within a hierarchy that prioritizes the inputs to fair value measurement. Section 3863

disclosures enhance financial statement users’ understanding of the significance of financial instruments

to an entity’s financial position, performance and cash flows. The three levels of the fair value hierarchy

are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or

indirectly; and

Level 3 – Inputs that are not based on observable market data.

c) Hedges

Section 3865, Hedges; specifies the criteria under which hedge accounting is permissible and how

hedge accounting may be performed. As at April 30, 2010 and 2009, the Company had not designated

any hedging relationships.

International Financial Reporting Standards (“IFRS”)

The Canadian Accounting Standards Board confirmed January 1, 2011 as the date IFRS will replace Canadian

standards and interpretations as Canadian Generally Accepted Accounting Principles (Canadian GAAP) for

publicly accountable enterprises (which includes investment funds and other reporting issuers). Changing from

the Current Canadian GAAP to IFRS may materially affect an issuer’s reported financial position and results of

operations. It may also affect certain business functions. The Company’s transition date of June 1, 2011 will

require the restatement, for comparative purposes, of amounts reported by the Company for the year

commencing June 1, 2010.

The conversion from Canadian GAAP to IFRS will require the implementation of a new set of accounting

standards, and the internal controls over financial reporting will need to address the initial reporting of IFRS

financial statements, including related note disclosures, as well as on-going financial reporting. The Company is

working through a planned IFRS transition plan. The first stage was for management and the accounting

department to be introduced to IFRS. The Company’s management and accounting team have attended IFRS

workshops and have purchased IFRS implementation resources to aid in the transition process. The Company is

currently in the second stage and is assessing what the impact of these changes will have on the Company’s

financial reporting. The accounting team plans to prepare a June 1, 2010 transition date opening balance sheet

in accordance with IFRS in the 2011 fiscal year to assist with determining the accounting policies best suited for

financial reporting. Management will be relying on outside consultants and auditors to assist with the transition

where sufficient technical expertise does not exist in-house.

The following accounting policies will or may impact the Company’s financial reporting under IFRS:

16

Exploration for and Evaluation of Mineral Resources

The Company is in the exploration stage and under Canadian GAAP currently capitalizes all costs related to the

acquisition and exploration of its mining rights. Management regularly reviews the carrying value of its mineral

rights for evidence of impairment, and makes a provision when the carrying values are estimated to exceed their

net recoverable amounts.

Under IFRS 6

"Exploration for and Evaluation of Mineral Resources"

exploration and evaluation assets shall

continue to be measured at cost, but the Company will have to determine an accounting policy specifying which

expenditures are to be recognized as exploration and evaluation assets, and then apply that policy consistently.

This standard will neither apply to expenditures incurred for investigating properties before the Company has the

legal right to explore the property, nor to expenditures incurred in the development stage of a property once

technical and economic feasibility are demonstrable.

In addition, under IFRS 6 and under International Accounting Standard (IAS) 36,

"Impairment of Assets"

, the

Company will be required to assess at the end of each reporting period whether there is any indication that the

asset may be impaired. IFRS also allows the reversal of impairments if conditions that gave rise to those

impairments no longer exist. Canadian GAAP prohibits reversal of impairment losses. It is expected therefore,

that there will be increased volatility in impairment recognition due to increase in frequency of assessment and

possibility of reversal of impairments.

Flow-Through Shares and Future Income Taxes

Under Canadian GAAP the Company records a future tax liability and a share issue cost at the time the

expenditures are renounced to shareholders. There is currently no equivalent IFRS standard, and the policy is

under review. The tax benefits renounced to shareholders are significant, and a change in accounting for flowthrough

share issues, and the resulting tax affect, could be material if it is determined that the Canadian

standard should not be used. In addition to the future income tax adjustments that may result from a change in

accounting for flow-through shares, there will be additional future income tax adjustments related to other policy

changes, which could be significant.

Other Policy Differences

A number of differences between Canadian GAAP and IFRS have been identified, but their applicability and

potential impact to the Company have not yet been assessed, including the accounting for income taxes, stockbased

compensation, and financial instruments and disclosure requirements. These differences will or may have

a material impact on the Company's financial statements for the year ending April 30, 2012.

System and Internal Control Impacts

In addition to the impact of IFRS on accounting policies, management is also in the process of assessing the

impact of IFRS adoption on the Company's internal controls over financial reporting, disclosure controls and

procedures, information technology and data systems. As a preliminary assessment, the Company does not

expect that the conversion to IFRS will have a significant impact on its accounting processes and internal

controls, information technology and data systems.

As the review of the accounting policies is completed, appropriate changes to ensure the integrity of internal

control over financial reporting will be made. For example, under IFRS 6 and IAS 36, discussed above, the

Company will be required to assess at the end of each reporting period whether there has been any indication

that the asset may be impaired. Additional controls will be needed to ensure that the recorded balance is fairly

stated at each reporting period. It is anticipated that such controls will include senior management oversight on

the development of key assumptions and variables.

Financial Instruments and Other Instruments

The Company has not entered into any specialized financial agreements to minimize its investment risk,

currency risk or commodity risk. As of the date hereof, the Company’s investment in resource properties has full

exposure to commodity risk, both upside and downside. As the metal prices move so does the underlying value

of the Company’s metal projects.

Outstanding Share Data

The authorized share capital consists of an unlimited number of common shares. As of August 31, 2010, an

aggregate of 202,478,085 common shares were issued and outstanding.

The Company has the following warrants outstanding as of August 31, 2010:

17

TOTAL # OF

WARRANTS

EXERCISE PRICES EXPIRY DATES

2,112,500 $0.25 October 09, 2010

8,975,000 $0.10 April 26, 2011

8,947,332 $0.10 May 21, 2011

8,333,332 $0.10 June 10, 2011

2,093,000 $0.10 June 17, 2011

5,367,000 $0.10 June 24, 2011

10,610,000 $0.10 July 12, 2011

9,500,000 $0.10 July 13, 2011

2,500,000 $0.10/0.15 November 16, 2011/November 16, 2014

13,012,308 $0.10/0.15 December 9, 2011/December 9, 2014

12,638,459 $0.10 December 21, 2011

1,500,000 $0.10/0.15/0.20 December 21, 2011/December 21, 2012/December 21, 2014

2,514,500 $0.10 January 31, 2012

4,782,500 $0.10/0.15/0.20 January 31, 2012/January 31, 2012/January 31, 2014

5,178,301 $0.10 December 3, 2012

16,200,000 $0.10/0.15/0.20 June 1, 2012/June 1, 2013/June 1, 2014-2015

125,029,232

As August 31, 2010, the weighted average remaining contractual life of the share purchase warrants was 1.29

years (2009 – 1.21) and the weighted average exercise price was $0.11 92009 - $0.16).

The following summarizes information about stock options outstanding at August 31, 2010:

# OF OPTIONS

OUTSTANDING

# OF OPTIONS

EXERCISABLE

EXERCISE

PRICE

EXPIRY DATES

1,553,500 1,553,500 $0.10 May 15, 2011

558,000 558,000 $0.10 July 7, 2011

1,950,000 1,950,000 $0.10 January 31, 2013

2,525,000 2,525,000 $0.10 February 26, 2014

8,185,000 8,185,000 $0.10 December 13, 2016

14,771,500 14,771,500

As August 31, 2010, the weighted average remaining contractual life of the options was 4.51 years (2009 – 3.18)

and the weighted average exercise price was $0.10 92009 - $0.10).

Subsequent Events

a)

On September 22, 2010, the Company received a $400,000 loan from a private company owned by a

significant shareholder of the Company. The loan bears interest at 10% per annum, compounded monthly,

and is payable together with the outstanding principal no later than March 22, 2011. As additional

consideration, subject to regulatory approval, the Company will issue 800,000 common shares (“Bonus

Shares”) to the Lender at a deemed price of $0.05 per Bonus Share. The loan also provides for a general

security agreement over the assets of the Company.

Investor Relations

Directors and officer of the Company all participate in a limited investor relations program. The Company has an

agreement with Dynamic Stock Market Analysis Ltd. to disseminate news releases, prepare e-reports of the

Company and produce a video interview.

Disclosure Controls and Procedures

Disclosure controls and procedures (“DC&P”) are intended to provide reasonable assurance that information

required to be disclosed is recorded, processed, summarized and reported within the time periods specified by

securities regulations and that information required to be disclosed is accumulated and communicated to

management. Internal controls over financial reporting (“ICFR”) are intended to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purpose in

accordance with Canadian generally accepted accounting principles.

18

TSX Venture listed companies are not required to provide representations in the annual filings relating to the

establishment and maintenance of DC&P and ICFR, as defined in Multilateral Instrument 52-109. In particular,

the CEO and CFO certifying officers do not make any representations relating to the establishment and

maintenance of (a) controls and other procedures designed to provide reasonable assurance that information

required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under

securities legislation is recorded, processed, summarized and reported within the time periods specified in

securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with the issuer’s

GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them

with sufficient knowledge to support the representations they are making in their certificates regarding the

absence of misrepresentations and fair disclosure of financial information. Investors should be aware that

inherent limitation on the ability of certifying officers of a venture issuer to design and implement on a cost

effective basis DC&P and ICFR as defined in Multinational Instrument 52-109 may result in additional risks to the

quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under

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luker
City
Toronto, Ontario
Rank
President
Activity Points
40633
Rating
Your Rating
Date Joined
07/27/2008
Social Links
Private Message
Klondike Silver Corp
Symbol
KS
Exchange
TSX-V
Shares
40,953,740 F/D Aug 31/2013
Industry
Metals & Minerals
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