Overview
The Bottom Brook rare earth elements (REE) property occupies much of the same land area as Kirrin's Lost Pond uranium project. Acquired by Kirrin in 2008, the REE potential at Bottom Brook was re-evaluated during 2009 and the results of the subsequent exploration program exceeded expectations. There in are now nine REE targets at Bottom Brook and the best result from the latest assays shows 10.04% TREO, which includes individual assays of 4.13% Ce2O3 (cerium), 2.22% La2O3 (lanthanum) and 1.88% Nd2O3 (neodymium). REE grades are usually reported as calculated rare earth oxides (REO).

The annual market for rare earths elements in the USA alone is estimated at $1.1 billion and is growing rapidly. Rare earths are rare in commercial concentration but possess attributes that are increasingly essential in high technology products, whether computers, medical MRI equipment, lightweight permanent magnets used in hybrid automobiles, generators, wind turbines, metal alloys, batteries, catalysts, and glass. Two intriguing features combine to make Kirrin's participation in this exploration sector very attractive. Firstly, over 95% global rare earths production comes from the Bayan Obo mine in China. Secondly, China's Ministry of Land and Resources has stated that production quotas for rare earths will be reduced and new exploration licences halted until 30 June 2010. Growth in demand over the past four years has exceeded 10% per year and growth is expected to remain strong at around 10% over the next few years.

Location
The Bottom Brook REE property is located in western Newfoundland, Canada. The service centre for the southwestern part of the island, Stephenville, is just 30 km east and with a population of 25,000. Bottom Brook is also close to the province's west coast economic centre, Corner Brook, and is easily accessible. The Trans Canada Highway and existing power lines run through the property, as well as an extensive network of logging roads and pre-existing access routes.

History
The historic uranium showing (U2 area) at the Bottom Brook/Lost Pond property was discovered by Shell Minerals in 1981, and after limited work, culminated in the completion of two short trenches. No further uranium exploration was done until 2006 when Bottom Brook/Lost Pond was acquired by Ucore Uranium Inc. (Ucore). Since acquisition, Ucore has completed airborne geophysics, prospecting on the regional airborne targets and detailed grid work and target testing on the Bottom Brook A Zone and the U2 uranium showings. At the Bottom Brook A Zone grid area, REE mineralization is closely coincident with a distinctive magnetic high. Ucore drilled three holes spaced at 50 metres apart intersected similar mineralization with a best intersection of 4.47% (REE oxides + Y2O3 (yttrium)) over 5.64 metres core length. The REE included a total of 15 lanthanoid elements plus yttrium.

To July 2008, Ucore expended $1.8 million on the combined property.

Purchase Agreement
Kirrin has an option agreement with Ucore dated September 15, 2008 allowing Kirrin to earn a 50% interest in the combined Bottom Brook REE/Lost Pond uranium property over four years by spending $2,600,000 on exploration, including a minimum first year commitment of $700,000, and issuing 300,000 shares to Ucore, including 50,000 shares on signing. Kirrin is current on its earn-in obligations.

Upon Kirrin fulfilling its earn-in obligations, the parties will form a 50:50 joint venture, with each partner contributing its pro-rata share of future expenditures, or Ucore may elect to convert to a 35% interest, which will be carried through to completion of a pre-feasibility study. If either party dilutes its interest to less than 10% in the joint venture, its interest shall be converted to a royalty of 1% or 1.5% of gross sales, depending on underlying royalties, of which 0.5% may be bought-out for $500,000.

Land
The combined Bottom Brook/Lost Pond property comprises 757 contiguous claims, spanning a territory in excess of 189 square km.

Geology
The property straddles the southern Long Range Mountains and extends southwest into St. George's Basin. The highlands are generally underlain by Proterozoic to late Cambrian aged rocks of the Humber Zone's Long Range Complex, which consists of a gneissic complex with
interlayed metasedimentary units and a later granite intrusive suite. In the Bottom Brook/Lost Pond area, this basement Complex is overlain by a much younger Palaeozoic sequence of sub-aerial clastic sedimentary rocks (Carboniferous Cover) of the Bay St. George Lowlands. The contact between the Basement rocks and the younger basin stratigraphy of the Bay St. George Lowlands is a major unconformity, often modified by later thrust faulting. An extensive radioactive boulder field has been traced to a bedrock source within the project's claim boundary.

Exploration Programs and Results
In November 2008, Kirrin commenced a 1,335 m drilling program. Ten holes (LP08-11 to 20) targeted the Bottom Brook A Zone zone. The holes were drilled on sections approx. 50 m apart to evaluate a discrete 250 m long bulls-eye magnetic high. This magnetic high is associated with REO minerals and previous drilling by Ucore in 2007 intersected up to 4.47% Total Rare Earth Oxides (TREO) over 5.64 m. Kirrin's drilling intersected multiple mineralized zones, including 4.32% TREO over 2.0 m core length in hole LP08-13 and 1.162% TREO over 15.3 m core length in LP08-17. This near surface mineralization appears to be affected by a number of fault blocks which complicate the continuity of the rare earth-bearing A Zone zone. True width estimates are not known at this time.

A summary of the drill results from the Bottom Brook A Zone Grid drilling follows:

Hole Number	Grid North	Grid East	Azi	Dip		From (m)	To (m)	Interval (m)	%TREO
LP08-11	2034	1950	190	50		49.5	52.8	3.3	1.260
					Includes	50.5	52.8	2.3	1.757
					and	50.5	51.0	0.5	4.809
LP08-12	2+075	1+950	190	50	No Significant Values
LP08-13	2075	2000	190	50		50.1	51.4	1.3	3.631
					Includes	50.1	50.4	0.3	15.035
						64.9	66.9	2.0	4.321
					Includes	64.9	65.9	1.0	6.482
						77	81.75	4.75	2.133
					Includes	80.75	81.75	1.0	9.591
LP08-14	2040	2000	190	45		23.75	25.1	1.35	1.173
					Includes	24.75	25.1	0.35	4.416
LP08-14B	2040	1990	190	45	No Significant Values
LP08-15	2005	2050	190	50		70.41	74.48	4.07	1.003
					Includes	70.41	72.48	2.07	1.520
LP08-16	1956	2100	190	50	No Significant Values
LP08-17	2020	2100	190	50		17.1	19.4	2.3	2.841
					Includes	17.1	17.9	0.8	5.379
						87.9	103.2	15.3	1.162
					Includes	102.0	103.0	1.0	2.555
						112.3	119.8	7.5	1.269
					Includes	115.1	116.1	1.0	2.235
					and	118.8	119.8	1.0	2.690
LP08-18	2000	2150	190	50	No Significant Values
LP08-19	2035	2100	190	50	No Significant Values
LP08-20	2110	2000	190	50	No Significant Values

In September 2009, the REE potential of the property was re-evaluated. This included (a) compilation of REE geochemical results from grab samples collected during the 2007-2008 field seasons and (b) identification of a number of isolated magnetic high anomalies in proximity to the Bottom Brook U3 REE mineralization. A total of eight new targets were identified as having the best potential: Grand Lake North, Grand Lake South, Northcott and the five targets Bottom Brook B to F.

Prospecting and sampling was conducted during October and November 2009 on the Northcott and Bottom Brook B to F targets. This resulted two in the identification of two new areas of REE mineralization:

Bottom Brook B Zone - Assay results of 1.69% and 6.80% TREO were obtained from two grab samples collected from angular boulders containing abundant magnetite and hematite mineralization. The highest grade sample (6.80% TREO) includes individual assays of 2.87% Ce2O3, 1.48% La2O3 and 1.21% Nd2O3. This mineralization is proximal to a discrete isolated magnetic high anomaly, which is located approximately 1 km northeast of the Bottom Brook A Zone

Bottom Brook C Zone - This area was also isolated for follow-up because of the presence of a discrete isolated magnetic high. A total of five samples were taken from magnetite-hematite bearing granite float proximal to the target, all with similar radioactivity and mineralogy to the Bottom Brook A Zone. Sampling results ranged from 1.50 % to 10.04% TREO. The highest grade sample (10.04% TREO) includes individual assays of 4.13% Ce2O3, 2.22% La2O3 and 1.88% Nd2O3.

The 2009 prospecting program was curtailed in November due to the onset of winter conditions. A very brief description of each of the nine targets at Bottom Brook follows:

The Grand Lake North target is located on the north shore of Grand Lake. A grab sample collected in 2007 returned assay values of 2.33% Y+TREO. The sample is enriched in light rare earth oxides (LREO).

The Grand Lake South target is located on the south shore of Grand Lake. A grab sample collected in 2007 returned assay values of 0.84% Y+TREO. The sample is enriched in light rare earth oxides (LREO).

The Northcott target is located immediately adjacent to Mineral License 011844M owned by Edwin Northcott. Three grab samples collected during the 2007 - 2008 field programs returned assay values up to 0.96% Y+TREO. Samples were enriched in the light rare earth oxides. All samples were sub-angular boulders (float) located between the south shore of a small pond and the bottom a large ridge rising to the south-east. One sample collected from granitic outcrop on the ridge returned an assay value of 0.18% Y+TREO. Follow up prospecting was conducted in this area during the fall 2009 program. Four additional samples were recovered based on high radioactivity and values ranged between 0.07 and 0.71% Y+TREO.

The Bottom Brook A Zone was initially discovered in 2006 while prospecting coincident magnetic and uranium geophysical anomalies. Follow up prospecting revealed the presence of magnetite-hematite REO bearing rock that was termed U3 REO Zone. It has since been renamed Bottom Brook A. Subsequent drilling has uncovered significant REO mineralization up to 5.6m of 4.47% TREO.

The Bottom Brook B target is located approximately 1 Km from the Bottom Brook A Zone. Two samples were collected during a helicopter traverse in 2008, and returned assay values of 1.13% and 3.06% Y+TREO. The samples were collected from angular boulders containing abundant magnetite and hematite mineralization. Two additional samples were collected during the 2009 prospecting program, from the same area of high grade float for additional analysis with a more precise analytical technique. Values from the latest sampling were 1.69% and 6.80% Y+TREO.

Geochemical results from samples previously collected in the Bottom Brook C target area were re-evaluated based on their REO potential. A cluster of five grab samples that consisted of magnetite-hematite bearing granite boulders, returned assay values between 0.63% and 5.95% Y+TREO. During the 2009 prospecting program an additional five samples were collected. All with similar radioactivity and mineralogy to the Bottom Brook A zone. Results from the 2009 sampling ranged from 1.50 % to 10.04% Y+TREO. Although these samples are from float, the source of this material is probably the bull's eye magnetic high represented as Bottom Brook C target. A concern here is that the float material may be related to the Bottom Brook A zone which is located 1 km up hill from the float.

The Bottom Brook D, E, and F airborne magnetic targets were prospected during the 2009 program. No anomalous radioactivity was observed at either locality.

A follow-up program of ground magnetics and geochemistry is planned, to be followed by trenching and/or drilling on the discrete magnetic targets. Additional prospecting will also be done on the other targeted areas.

Expenditures

To 09/2008:		~$1,800,000	(by Ucore)
Kirrin to 12/2009		$724,000
2010 budget:		$700,000

Comments on REE exploration results to October 2008:

Ucore's interest at Bottom Brook/Lost Pond centred on the historic uranium showing (U2) discovered by Shell Minerals. Shell's limited field work in 1981 and 1982 culminated in the completion of two short trenches. There was no further uranium exploration until 2006 when the property was acquired by the underlying vendors. Between 2006 and October 2008, Ucore completed airborne geophysics and follow-up on the regional airborne targets, resulting in a number of other uranium and REE discoveries. The following is a brief summary of Ucore's work on the REE targets:

Bottom Brook REE Grid: The Bottom Brook discovery is located 2 km east of U2 and Ucore's work included ground geophysical surveys, trenching and three drill holes. The drilling was targeted on two bull's eye magnetic high anomalies and results included very high REO assays over 4 to 6 m in width. The magnetic signature and drill holes demonstrated the compact nature of the deposits. Intersections from the three holes are shown below. The $/tonne values are calculated by consultant Wayne Reid from published commodity prices and based on 100% recovery of the REO metals and Y2O3. The results of the three drill holes follow:

Hole #	From (m)	To (m)	Interval (m)	Grade Total REO	US $* Value/Tonne
LP-07-09 incl.	61.68 64.22	66.71 65.27	5.03 1.05	4.37% 11.02%	$637 $1,570
LP-07-10 incl. and	63.55 65.97 75.96	69.19 67.97 77.46	5.64 2.00 1.59	4.47% 8.19% 4.95%	$648 $1,173 $724
LP-07-11 incl.	21.1 42.67	22.1 44.17	1.00 1.50	2.49% 2.01%

* Note- Value calculated from Total REO plus Y2O3 using prices in effect February 2008

Subsequent mineralogical studies completed by SGS Lakefield Research Limited identified monazite and allanite as the minerals containing the Rare Earth Elements. The samples tested by SGS Lakefield averaged 5.6% light rare earth oxides, 0.31% heavy rare earth oxides, and 0.27% yttrium oxide. Monazite contained 74% to 90% of the Rare Earth Oxides and its liberation varied between 80% and 95% at a grind between 25 to 80 μm. Allanite contains the bulk of the remaining Rare Earth Oxides (10% to 20%) and its liberation was approximately 60% at <30 μm.