2 mda

1
CONFEDERATION MINERALS LTD.
Unit C - 12343 104 Ave
Surrey, BC, V3V 3H2
Phone: 604 535 8640 Fax: 604 535 8642
Email: krholmes@shaw.ca
Form 51-102F1
Management’s Discussion & Analysis of Financial Condition and Results of Operations for the Fiscal
Quarter Ended December 31, 2009
DATE: February 24, 2010
GENERAL
This Management’s Discussion and Analysis (“MD&A”) of Confederation Minerals (the “Company”)
has been prepared by management as of February 24, 2010 and should be read in conjunction with the
interim financial statements for the fiscal period ended December 31, 2009. Additional information
relating to the Company, including the Annual Information Form and other regulatory filings, can be
found on the SEDAR website at www.sedar.com.
The following discussion and analysis was approved by the Directors of the Company on February 24,
2010. All figures are in Canadian dollars unless otherwise noted.
FORWARD-LOOKING INFORMATION
This MD&A contains certain forward-looking statements and information relating to the Company that
are based on the beliefs of its management as well as assumptions made by and information currently
available to the Company. When used in this document, the words “anticipate”, “believe”, “estimate”,
“expect” and similar expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. This MD&A contains forward-looking statements relating to, among
other things, regulatory compliance, the sufficiency of current working capital, the estimated cost and
availability of funding for the continued exploration and development of the Company’s exploration
properties. Such statements reflect the current views of the Company with respect to future events and are
subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results,
performance or achievements of the Company to be materially different from any future results,
performance or achievements that may be expressed or implied by such forward-looking statements.
Aside from factors identified in the financial statements for the six months ended December 31,2009,
additional important factors, if any, are identified here.
DESCRIPTION OF BUSINESS/OVERALL PERFORMANCE
Confederation Minerals Ltd. was incorporated on November 3, 2005 under the Business Corporations Act
(British Columbia) as “Medina Ventures Inc.”, changed its name to “Sienna Minerals Ltd.” on April 26,
2006 and changed its name to Confederation Minerals Ltd. on April 11, 2007. The Company is a junior
resource company whose business is to seek out gold, zinc, copper, potash and uranium deposits. The
Company finances its properties by way of equity or debt financing. Additional information is provided
in the Company’s unaudited financial statement for the six months ended December 31, 2009. These
documents are available on the SEDAR website at www.sedar.com.
The board of directors consist of Lawrence Dick, Peter Bryant, Kenneth R. Holmes and Dr. Kent
Ausburn. Lawrence Dick is the President and Chief Executive Officer and Peter Bryant is the Chief

2
Financial Officer. The members of the audit committee are Peter Bryant, Kenneth R. Holmes and Dr.
Kent Ausburn.
The Company is a reporting issuer in the Provinces of British Columbia and Alberta.
The Company’s head office is located at Unit C, 12343 104 Avenue, Surrey, BC, V3V 3H2.
The Company’s common shares were approved for listing on the TSX Venture Exchange and trading
commenced on July 15, 2008 under the symbol CFM.
CORPORATE AND PERFORMANCE SUMMARY
Since incorporation, the Company has obtained options to acquire 100% interests in three exploration
properties situated in Ontario, namely the Confederation Lake Property, the Matless Lake Claims and the
Gerry Lake Claims. The Company has since abandoned the Gerry Lake Claims.
During the fiscal years ended June 30, 2009 and 2008 the Company completed an exploration program on
its Confederation Lake Property the results of which are discussed below. The Property is the subject of a
National Instrument 43-101 Standards of Disclosure for Mineral Properties (“NI 43-101”) compliant
report dated March 19, 2008 prepared by Garry K. Smith, P.Geo. and entitled “43-101 Compliant Report
on the Confederation Lake Property, Red Lake Mining District, Ontario”. Such report is filed on the
SEDAR website at www.sedar.com.
Work programs were also completed on the Matless Lake and Gerry Lake Claims and are also discussed
below. All of the Company’s presently held mineral properties are situated in the Red Lake mining
district of the province of Ontario, Canada. However, the Company may seek to acquire interests in other
provinces or countries.
Confederation Lake Property (Mitchell & Belanger Claims)
On February 10, 2006, as amended August 31, 2006, December 14, 2006 and February 10, 2009, the
Company signed an option agreement (the “Confederation Lake Agreement”) with Perry English and
Rubicon Minerals Corporation (collectively the “Optionor”) to acquire a 100% interest in 26 minerals
claims (184 units) covering 2,978 hectares, over a 18.5 km by 4 km strike length of the Archean aged
Confederation Lake greenstone belt in the Red Lake Mining Division of Ontario.
The Confederation Lake Agreement permits the Company to exercise the option by making the following
cash and share issuances to the Optionor:
$12,000 cash and 30,000 shares upon signing of the agreement (completed);
$15,000 cash and 30,000 shares on or before the first anniversary of the date of the agreement
(completed);
$20,000 cash and 30,000 shares on or before the second anniversary of the date of the agreement
(completed);
$12,500 cash and 30,000 shares on or before the third anniversary date of the agreement (completed);
$9,000 on or before September 1, 2009 (completed);
$40,000 cash on or before the fourth anniversary of the date of the agreement,
The Company has not yet made the payment of $40,000 due on the fourth anniversary of the agreement
and is currently working with the Optionor in an attempt to come to a suitable solution

3
The Company to date has incurred and completed work program expenditure in excess of the stipulated
requirement to keep the properties in good standing during the term of the option. These claims are also
subject to a 2% NSR payable to the Optionor, which can be reduced to a 1% NSR for a payment of
$1,000,000.
Results of 2008 work program.
The Company completed a program which provided for the drilling of five diamond drill holes totalling
2,050 meters on the property which is favourably situated between the past-producing South Bay massive
sulphide deposit at the north-eastern boundary and the Garnet Lake discovery of Tribute Minerals Ltd. at
the south-western boundary. The South Bay mine was operated by Selco from 1971 to 1981 and mined
1.45 million tonnes grading 2.3% copper, 14.7% zinc, and 120 gpt silver.
The drilling was a follow-up of anomalous values obtained from MMI soil surveys which were detected
in overburden-covered terrain southwards, along strike, of the South Bay-hosting strata.
The drilling did not intersect VMS-style massive sulphide mineralization, although one hole, CL08-04,
intersected mineralization associated with chloritic breccias indicative of a possible feeder zone similar to
the South Bay Mine footwall dacitic breccias. Drill results are as follows:
Drill Hole From(m) To(m) Length(m) Mineralization
CL08-01 No significant results
CL08-02 113.5 114.8 1.30 7.51 gpt Ag, 0.32% Zn
145.8 154.36 8.57 0.33% Zn
275.0 280.0 5.0 0.23% Zn
284.0 285.0 1.0 7.34 gpt Ag, 0.12% Zn
CL08-03 No significant results
CL08-04 49.65 60.22 0.57 2.96gpt Ag, 1.27% Cu
63.86 64.50 0.64 4.63 gpt Ag, 1.63% Cu, 0.23% Zn
85.50 85.70 0.20 0.14% Cu
91.00 101.0 10.0 0.14% Cu
CL08-05 No significant assays
No further work is planned on the claim group at this time.
Drilling was carried out by CorePro Drilling of Tisdale, Saskatchewan. Garry Smith, P.Geo. was the
geologist in charge of the field work and drilling. Lawrence Dick, Ph.D., P.Geo is the qualifying person
under the meaning of the National Instrument 43-101. Geochemical assays were carried out by
Accurassay Laboratories of Thunder Bay, Ontario.
NON-MATERIAL PROPERTIES
The following two properties, the Matless Lake Claims and the Gerry Lake Claims are not currently
considered material to the Company at this time and the Company has not prepared NI 43-101 compliant
technical reports on these properties. No significant funds are expected to be spent on these properties in
the next 12 months with the exception of $40,000 which will be needed for the third year anniversary
property payment and the completion of annual assessment work.

4
Matless Lake Claims
On March 14, 2006, as amended February 2, 2007, March 14, 2007 (the “Matless Lake Agreement”) the
Company signed an option agreement with the Optionor (being Perry English and Rubicon Minerals
Corporation, the optionors of the Confederation Lake Property) to acquire a 100% interest in certain
mineral claims held by the Optionor, consisting of 19 claims (184 units) covering approximately 2,944
hectares in the Setting Net Lake and Setting Net Creek townships, Red Lake Mining Division, NW
Ontario, Canada. It lies along the Bearhead Fault Zone, 210 kilometers north of Red Lake, Ontario, and
covers a 10 kilometer trend of historic uranium occurrences.
The agreement permits the Company to exercise the option by making the following cash and share
issuances to the Optionor:
20,000 shares upon signing of the agreement (completed);
150,000 shares on or before the first anniversary of the date of the agreement (completed);
(completed);
$20,000 cash and 30,000 shares of Shorham Resources Ltd on or before the third anniversary of the date
of the agreement (completed); and
$40,000 cash on or before the fourth anniversary of the date of the agreement,
provided, however, in the event that on any anniversary date the shares of the Company are not listed for
trading on a stock exchange or quotation system and the Company chooses to exercise its option by
making a cash payment and issuing shares as provided above, in addition to such cash payment, the
Optionor may elect to take further cash in lieu of such shares in an amount equal to the number of shares
that would otherwise be issued on that date multiplied by $0.30. The Company was also required to, and
has (through its agreement with Shoreham Resources Ltd., as described below) completed a work
program of not less than $50,000.
During the term of the option, the Company is required to keep the claims in good standing. These claims
are also subject to a 2% NSR payable to the Optionor, which can be reduced to a 1% NSR for a payment
of $1,000,000.
On September 4, 2007, as amended April 8, 2009, the Company entered into a property option agreement
(the “Shoreham Option Agreement”) with Shoreham Resources Ltd. (“Shoreham”) that grants Shoreham
the right to acquire up to a 70% working interest in the Matless Lake Claims. Shoreham is an arms length
party, trading on the TSX Venture Exchange. Under the terms of the Shoreham Option Agreement,
Shoreham can acquire a 70% working interest in consideration for:
cash payments of $80,000 and the issuance of 400,000 shares, as follows:
(i) 200,000 shares upon approval of the TSX Venture Exchange (shares received);
(ii) $20,000 on or before February 28, 2008 (received);
(iii) $20,000 on or before April 8, 2009 (received)
(iv) 200,000 shares on or before April 8, 2009 (received)
(v) $40,000 on or before February 28, 2010;
incurring exploration work of $600,000, as follows:
$100,000 to be completed by February 28, 2008 (completed);
an additional $500,000 to be completed on such schedule as Shoreham may determine,
provided that in each year Shoreham shall ensure that sufficient work is completed on the

5
Property to maintain tenure to the Property for a further period of not less than 12 months and
cause it to remain in good standing with the Ontario Ministry of Northern Development and
Mines.
As at December 31, 2009, Shoreham has incurred the exploration expenditures which meets the minimum
requirement.
Upon the exercise of the option, the parties to the Shoreham Option Agreement shall enter into a joint
venture agreement. In the event either party is diluted to a 10% interest, that party’s interest shall convert
to a 2% net smelter royalty.
Result of work programs.
Shoreham completed three work programs on the property during 2007 and 2008 to explore for uranium
mineralization. In the fall of 2007, they contracted Terraquest Ltd to fly a magnetic and radiometric
(Thorium, Potassium, Uranium) airborne survey over the property. This was followed up with a program
of prospecting, reconnaissance geological examination and radiometric (scintillometer) surveys by
Shoreham beginning in August 2008. A third program of prospecting, rock sampling, spectrometer
assaying and MMI soil geochemistry was conducted by Garry Smith, P.Geo, in late 2008, over four
selected areas of the property.
The interpretation of the prospecting data would suggest that anomalies strike easterly across the property
on trend with known zones of mineralization on the adjacent Bearhead Lake Uranium Occurrence to the
west.
As an ongoing component of work in the area, completion of memoranda of understandings with the Deer
Lake, North Spirit Lake and Sandy Lake First Nations is fundamental to the future value of the
exploration programs. Whereas initial field work has not been a problem with respect to First Nations
issues, diamond drilling is a more challenging hurdle.
Gerry Lake Claims
On March 14, 2006, as amended February 2, 2007, March 14, 2007 and February 25, 2008 (the “Gerry
Lake Agreement”), the Company signed an option agreement with the Optionor to acquire a 100%
interest in certain mineral claims held by the Optionor, consisting of four claims, comprising 38 units
covering approximately 615 hectares within the SW portion of the Confederation Lake greenstone belt in
the Red Lake Mining Division, northwestern Ontario. The claims are centered some 60km east of Red
Lake and 40km north-east of Ear Falls, Ontario.
The Gerry Lake Agreement permits the Company to exercise the option by making the following cash
and share issuances to the Optionor:
$10,000 cash and 30,000 shares upon signing of the agreement (completed);
$15,000 cash on or before June 30, 2007 and 30,000 shares on or before the first anniversary of the date
of the agreement (completed);
(completed);
$20,000 cash on or before the third anniversary of the date of the agreement; and
$40,000 cash on or before the fourth anniversary of the date of the agreement;

6
The Company is also required to, on or before September 10, 2008, conduct a work program on the Gerry
Lake Claims at a cost equal to not less than one year’s assessment work and, on or before the third
anniversary, conduct a work program of not less than $34,000.
During the term of the option, the Company is required to keep the claims in good standing. These claims
are also subject to a 2% NSR payable to the Optionor, which can be reduced to a 1% NSR for a payment
of $1,000,000.
During the fiscal year ended June 30, 2009 management decided to abandon this property and a total of
$51,000 acquisition cost and $76,355 of exploration expenditures were written off.
Results of 2008 work program
A program of prospecting was conducted over most of the property and MMI soil geochemistry was
conducted in two prospective areas to explore for VMS-style copper-zinc mineralization. The
interpretation of the geochemical data would suggest that two weak MMI zinc-cadmium-copper
anomalies strike easterly across the property on trend with known zones of mineralization on adjacent
properties to the west. Additional MMI sampling has been recommended for the next phase of
exploration.
The Company intends to seek and acquire additional properties worthy of exploration and development in
Ontario and elsewhere. In addition to its working capital, the mineral properties located in Ontario
comprise the only assets held by the Company.
US Potash Prospects
American Potash LLC (“American Potash”), a Nevada limited liability corporation owned 50% by each
of Confederation and Magna Resources Ltd. (“Magna”), has entered into an option agreement with
Sweetwater River Resources LLC, John Glasscock and Kent Ausburn (the “Optionors”) to acquire
pending applications to the United States Bureau of Land Management and the State of Arizona for
exploration permits (the “Permits”), together with all permits and other rights issued pursuant to the
applications, to allow for the exploration of potash prospects in Utah and Arizona.
The option agreement entitles American Potash to acquire a 100% interest in permits, subject to a 2%
royalty to the Optionors which may be bought back for $2,000,000 USD. The option may be exercised by
having Magna and the Company each pay a total of $135,000 USD and each issue in aggregate,
1,000,000 shares to the Optionors, as follow:
• 100,000 shares upon grant of the Permits representing not less than 25,000 acres;
• $25,000 USD cash and 300,000 shares on or before the first anniversary date;
• $25,000 USD cash and 300,000 shares on or before the second anniversary date;
• $25,000 USD cash and 300,000 shares on or before the third anniversary date;
• $25,000 USD cash on or before the fourth anniversary date;
As at December 31, 2009 the company had expended $76,002 ($67,650 USD) for property acquisition
costs consisting of reimbursement to Sweetwater for mineral application filing fees, for permit
acquisitions and applications and professional fees related thereto. In addition the Company incurred
$22,307 for the cost of a qualifying geological report.

7
In November 2009 American Potash acquired nine non-contiguous Utah State trust land potash lease
units in the potash-bearing Paradox Basin in Grand County, Utah. The nine lease units total
approximately 9.5 square miles (24.6 sq km) or 6,080 acres. The Company’s 50% share of the acquisition
costs was $68,569 ($65,000 USD).
Expenditure related to the properties can be summarized as follows:
Matless
Lake
Claim
Confederation
Lake Claim
Gerry
Lake
Claim Total
$ $ $ $
Mineral acquisition
Opening balance, June 30, 2008 1 68,003 51,000 119,004
Cash payment - 12,500 - 12,500
Shares issued for mineral property - 750 - 750
Staking - 1,101 - 1,101
Write-off of mineral properties - - (51,000) (51,000)
Ending balance, June 30, 2009 1 82,354 - 82,355
Cash payment - 9,000
Ending balance, December 31, 2009 1 91,354 - 91,355
Deferred exploration costs
Opening balance, June 30, 2008 - 132,177 24,420 156,597
Assays and reports - 5,098 3,925 9,023
Drilling - 217,376 - 217,376
Equipment rental and supplies - 7,645 - 7,645
Field costs - 15,988 1,941 17,929
Food, travel and lodging - 29,227 7,331 36,558
Fuel - 10,735 - 10,735
Geological studies - 73,820 36,011 109,831
Mobilization - 19,650 - 19,650
Transportation - 4,804 2,727 7,531
Write-off of mineral properties - - (76,355) (76,355)
Ending balance, June 30, 2009 - 516,520 - 516,520
Geological studies - 810 - 810
Ending balance, December 31, 2009 - 517,330 - 517,330
Total mineral properties as at June 30, 2009
and December 31, 2009 1 608,684 - 608,685

8
SELECTED ANNUAL INFORMATION
The following table provides a brief summary of the Company’s financial operations since incorporation.
Year-
Ended
June 30,
2009
Year-
Ended
June 30,
2008
Year-
Ended
June 30,
2007
Net Sales or Total Revenues $4,335 NIL NIL
Net Income or (Loss) ($531,951) ($405,282) ($109,823)
Net Income or (Loss) per fully diluted share basis ($0.04) ($0.05) ($0.04)
Total Assets $824,820 $344,826 $342,461
Total long-term financial liabilities 37,444 40,000 NIL
Cash dividends declared per share N/A N/A N/A
SECOND QUARTER
During fiscal quarter ended December 31, 2009, Mr. Lawrence Dick, the President of Confederation
Minerals Ltd. (the "Company"), announced that Dr. Kent Ausburn was elected to the board of the
Company at the annual general meeting.
Dr. Ausburn is a professional geologist with 29 years experience in the mining business. Dr. Ausburn
earned BS and MS degrees in Geology at Florida State University and a PhD in Geology from the
University of North Carolina. He has worked for several major and junior mining companies and more
recently as a consultant and mining entrepreneur in the USA and internationally (Mexico, South and
Central America, Europe, Asia and Southeast Asia).
Dr. Ausburn replaces Mr. Donald Gee who recently resigned to devote more time to other business
opportunities.

9
RESULTS OF OPERATIONS FOR SECOND QUARTER
Three
Months
Three
Months Six Months Six Months
Ended Ended Ended Ended
December 31
2009
December 31
2008
December 31
2009
December 31
2008
General and Administrative
Expenses
Accounting fees $ 2,000 $ 13,925 $ 15,500 $ 13,925
Bank charge and interest 454 85 511 181
Consulting fee 41,250 50,750 82,500 100,750
Filing fees 4,129 6,242 5,379 24,861
Legal fees - - - 23,329
Office expenses 1,268 378 1,414 446
Rent - 1,000 - 4,000
Shareholder information 4,026 1,716 4,306 1,716
Stock based compensation - - - 185,000
Transfer agent fees 1,895 3,582 2,691 9,936
Travel and promotion - - - 2,357
55,022 77,678 112,301 366,501
Other Income (Expenses)
Interest income - 1,555 4 4,027
Gain (loss) on marketable
securities 20,317 (15,000) (1,883) (22,000)
20,317 (13,445) (1,879) (17,973)
Net loss and comprehensive loss
for the period $ (34,705) $ (91,123) $ (114,180) $ (384,474)
The Company has a net loss of $(114,180) for the six months ended December 31, 2009 compared with a
net loss of $(384,474) for the six months ended December 31, 2009. General and administrative
expenditures for the six months ended December 31, 2009 amounted to $112,301 compared to $366,501
for the same fiscal period ending in 2008. The Company’s shares were listed on the TSX Venture
Exchange in July 2008. Legal and filing fees incurred in the six months ended December 31, 2008
included expenditures related to the Company’s start up costs and the Initial Public Offering. Similar
expenditures were not incurred during the six months ended December 31, 2009. Stock based
compensation in the amount of $185,000, incurred in the six months ended December 31, 2008 related to
the initial granting of employee and director stock options that was recorded as at the Initial TSX Venture
Exchange listing date. No stock based compensation was recorded in the six months ended December 31,
2009. Consulting fees of $82,500 were incurred during the six months ended December 31, 2009
compared to $100,750 in the same period ended in 2008 of which $49,500 (2008: $52,750) were accrued
to directors and officers of the Company or to companies controlled thereby. During the six months
ended December 31, 2009 $4,000 was paid to a company of which one of the Company’s directors is a
director and officer. No rent was incurred in the same fiscal period ending December 31, 2009. The
Company designates marketable securities as held for trading assets. A loss on marketable securities in
the amount of $22,000 was recorded during the six months ended December 31, 2008. During the six
months ended December 31, 2009 the Company realized a gain on the disposition for marketable
securities in the amount of $20,317. During the six months ended December 31, 2008 the company
recorded $4,027 of interest income earned from funds placed on deposit with financial institutions.
During the six months ended December 31, 2009 similar funds were not available and interest income in
the amount of $4 was recorded.

10
Summary of Quarterly Results
The following table sets forth selected quarterly financial information for each of the last eight most
recently completed quarters:
For the Quarter Periods
Ending on
December 31,
2009
September 30,
2009
Total Revenues Nil $4
Total Net Income (loss) ($34,705) ($79,475)
Basic (Loss) per share ($0.01) ($0.01)
Ending on
June 30,
2009
March 31,
2009
December 31,
2008
September 30,
2008
Total Revenues 178 $130 $1,555 $2,472
Total Net Income (loss) $8,450 ($155,927) ($91,123) ($293,351)
Basic (Loss) per share $0.01 ($0.02) ($0.01) ($0.03)
Ending on
June 30,
2008
March 31,
2008
Total Revenues Nil Nil
Total Net Income (loss) ($70,293) ($41,954)
Basic (Loss) per share ($0.01) ($0.00)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Estimates, Assumptions and Measurement Uncertainty
The preparation of financial statements in conformity with Canadian GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Areas requiring significant management estimates relate to the determination of impairment of
mineral properties, expected tax rates for future income tax recoveries, fair value of stock-based
payments and useful lives for amortization of long-lived assets.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, marketable securities,
accounts payable and accrued liabilities and long term debt. Management does not believe the
Company is exposed to significant credit, currency, market or interest rate risks relating to these
financial instruments. The fair values of these financial instruments approximate their carrying
value, unless otherwise noted.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the
time of issuance to be cash equivalents.
Marketable Securities
Marketable securities are classified as held for trade securities and are recorded at market value.
Unrealized holding gains and losses on hold for trade securities are included in the statement of
operations in accordance with the Company’s designation of marketable securities as held for trading
assets.

11
Deferred Charges
The Company adopted Emerging Issues Committee (EIC) 94, “Accounting for Corporate Transaction
Costs” and recorded the costs incurred in connection with the proposed corporate transaction eligible
for deferral as a non-current deferred charge.
Foreign currency translation
Monetary assets and liabilities are translated at the rate of exchange at the balance sheet date. Non-
monetary assets and liabilities are translated at exchange rates prevailing at the transaction date.
Income and expenses are translated at rates which approximate those in effect on transaction dates.
Gains or losses arising on conversion are included in income or expense.
Mineral Properties
All costs related to the acquisition, exploration and development of mineral properties, less option
payments received, are capitalized by property. If economically recoverable reserves are developed,
capitalized costs of the related property are reclassified as mining assets and amortized using the unit
of production method. When a property is abandoned, all related costs are written off to operations.
If, after management review, it is determined that the carrying amount of a mineral property is
impaired, that property is written down to its estimated net realizable value. A mineral property is
reviewed for impairment whenever events or changes in circumstances indicate that its carrying
amount may not be recoverable. If the Company transfers its right, title and interest in a property to a
third party, a disposition is recorded. The proceeds less the accumulated costs related to the
acquisition, exploration and development of the property is recognized as a gain or loss.
Although the Company has taken steps to verify title to mineral properties in which it has an interest,
according to the usual industry standards for the stage of exploration of such properties, these
procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements
or transfers and title may be affected by undetected title defects.
Asset Retirement Obligations
An asset retirement obligation is a legal obligation associated with the retirement of tangible long-
lived assets that the Company is required to settle. This would include obligations related to future
removal of property and equipment, and site restoration costs. The Company recognizes the fair
value of a liability for an asset retirement obligation in the year in which it is incurred when a
reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is
increased by the same amount as the liability. The Company currently does not have any significant
asset retirement obligations.
Impairment of Long-Lived Assets
The Company follows the recommendations of the Canadian Institute of Chartered Accountants
(“CICA”) Handbook Section 3063, “Impairment of Long-Lived Assets”. Section 3063 establishes
standards for recognizing, measuring and disclosing impairment of long-lived assets held for use.
The Company conducts its impairment test on long-lived assets when events or changes in
circumstances indicate that the carrying amount may not be recoverable. Impairment is recognized
when the carrying amount of an asset to be held and used exceeds the undiscounted future net cash
flows expected from its use and disposal. If there is an impairment, the impairment amount is
measured as the amount by which the carrying amount of the asset exceeds its fair value, calculated
using discounted cash flows when quoted market prices are not available.

12
Earnings (Loss) Per Share
Basic earnings (loss) per share is calculated using the weighted average number of common shares
outstanding during the period. Diluted earnings (loss) per share is calculated giving effect to the
potential dilution that would occur if securities or other contracts to issue common shares were
exercised or converted to common shares using the treasury method. The treasury method assumes
that proceeds received from the exercise of stock options and warrants are used to repurchase
common shares at the prevailing market rate. Diluted loss per share is equal to the basic loss per
share as there were no dilutive securities as at December 31, 2009 and 2008.
Income Taxes
The Company accounts for income taxes using the asset and liability method, whereby future tax
assets and liabilities are recognized for the future income tax consequences attributable to differences
between the carrying values of the asset and liabilities and their respective income tax bases. Future
income tax assets and liabilities are measured using substantively enacted income tax rates expected
to apply to taxable income in the years in which temporary differences are expected to be recovered
or settled. The effect on future income taxes and liabilities of a change in rates is included in
operations in the period that includes the substantive enactment date. To the extent that the Company
does not consider it more likely than not that a future income tax asset will be recovered, it provides a
valuation allowance against the excess.
Stock-Based Compensation
The Company accounts for stock options granted using CICA Section 3870,"Stock-Based
Compensation and Other Stock-Based Payments". Under this Handbook section, the Company is
required to expense, over the vesting period, the fair value of the options and awards granted.
Accordingly, the fair value of the options at the date of grant is accrued and charged to operations,
with a corresponding credit to contributed surplus, on a straight-line basis over the vesting period. If
and when the stock options are ultimately exercised, the applicable amounts of contributed surplus
are transferred to share capital.
Risk Management
The Company is engaged in mineral exploration and development and is accordingly exposed to
environmental risks associated with mineral exploration activity. The Company is currently in the
initial exploration stages on its property interests and has not determined whether significant site
reclamation costs will be required. The Company would only record liabilities for site reclamation
when reasonably determinable and when such costs can be reliably quantified.
Comprehensive income (loss)
Section 1530 establishes standards for reporting and presenting comprehensive income (loss), which
is defined as the change in equity from transactions and other events from non-owner sources. Other
comprehensive income comprises items recognized in comprehensive income, but excluded from net
income calculated in accordance with Canadian GAAP.

13
Environmental protection and rehabilitation costs
The Company’s policy relating to environmental protection and land rehabilitation programmes is to
charge to income during the year any costs incurred in environmental protection and land
reclamation. At this time the Company does not foresee the necessity to make any material
expenditures in this area.
Segment information
The Company currently conducts its operations in Canada and in the United States but in a single
reportable business segment on the acquisition and exploration of mineral properties. The operations
of the Company are primarily in two geographic areas being Canada and the United States.
Financial instruments
The Company’s financial instruments consist of cash and cash equivalents, marketable securities,
accounts payable and accrued liabilities and long term debt.
The Company has classified its cash and cash equivalents and marketable securities as held for
trading, which is measured at fair value. Accounts payable and accrued liabilities and long term debt
are classified as other financial liabilities, which are initially measured at amortized costs.
At December 31, 2009 and June 30, 2009, the carrying and fair value amounts of the Company’s
financial instruments related to cash and cash equivalents, marketable securities and accounts
payable and accrued liabilities are the same due to their short terms to maturity.
Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial instruments.
Capital disclosures
CICA Handbook Section 1535 “Capital Disclosures” requires companies to disclose their objectives,
policies and processes for managing capital. In addition, disclosures include whether companies have
complied with externally imposed capital requirements. The disclosure recommended by this
Handbook section is included note to the financial statements.
Financial instruments – Disclosures and presentation
CICA Handbook Section 3862 “Financial Instruments - Disclosures” and Section 3863 “Financial
Instruments - Presentation” increase the emphasis on the risks associated with both recognized and
unrecognized financial instruments and how those risks are managed. The financial instruments
presentation and disclosure requirements are included in notes to the financial statements.
Mining exploration costs
On March 27, 2009, the Emerging Issues Committee of the CICA issued EIC-174, “Mining
Exploration Costs”, which provides guidance on capitalization of exploration costs related to mining
properties in particular, and on impairment of long-lived assets in general. The Company applied this
new abstract and it has no impact on the financial statements

14
Assessment of going concern
CICA Handbook Section 1400 includes requirements for management to assess and disclose an
entity’s ability to continue as a going concern. The Company has included the necessary disclosure in
note 1 to these financial statements.
Newly adopted accounting policies
As of July 1, 2009, the Company adopted Handbook Section 3064 “Goodwill and Intangible Assets”,
and amended Section 1000, “Financial Statement Concepts”, clarifying the criteria for the recognition
of assets, intangible assets and internally developed intangible assets. Items that no longer meet the
definition of an asset are no longer recognized as assets. The Company has applied the Handbook
sections and there was no impact on the financial statements.
Recently issued accounting pronouncements
In January 2009, the CICA issued Section 1582 “Business Combinations” to replace Section 1581.
Prospective application of the standard is effective January 1, 2011, with early adoption permitted.
This new standard effectively harmonizes the business combinations standard under Canadian GAAP
with International Financial Reporting Standards (“IFRS”). The new standard revises guidance on the
determination of the carrying amount of the assets acquired and liabilities assumed, goodwill and
accounting for non-controlling interests at the time of a business combination.
The CICA concurrently issued Section 1601 “Consolidated Financial Statements” and Section 1602
“Non-Controlling Interests” which replace Section 1600 “Consolidated Financial Statements. Section
1601 provides revised guidance on the preparation of consolidated financial statements and Section
1602 addresses accounting for non-controlling interests in consolidated financial statements
subsequent to a business combination. These standards are effective January 1, 2011, unless they are
early adopted at the same time as Section 1582 “Business Combinations”.
On February 13, 2008, Canada’s Accounting Standard Board confirmed January 1, 2011 as the
effective date for complete convergence of Canadian GAAP to International Financial Reporting
Standards (“IFRS”). The official changeover date will apply for interim and financial statements
relating to fiscal years beginning on or after January 1, 2011. The Company has determined that the
key elements of this IFRS changeover on the Company will be in the areas of accounting for resource
properties’ acquisition and exploration costs, impairment of long-lived assets, accounting for share
capital including stock options and warrant valuations and general IFRS disclosure requirements. The
Company is currently assessing the specific impact on the Company’s financial reporting and
developing an implementation timetable.
In January 2009, the CICA issued EIC Abstract 173, “Credit Risk and the Fair Value of Financial
Assets and Financial Liabilities”. The EIC requires the Company to take into account the Company’s
own credit risk and the credit risk of the counterparty in determining the fair value of financial assets
and financial liabilities, including derivative instruments. The abstract applies to interim and annual
consolidated financial statements relating to fiscal years beginning on or after January 1, 2010. The
Company is currently assessing the impact of the new standard on its financial statements.

15
OUTSTANDING SHARE DATA
a) Authorized: Unlimited common shares with no par value
b) Issued and Outstanding
Number of
Shares
Share
Capital
$
Ending balance, June 30, 2008 9,515,001 717,501
Shares issued pursuant to Initial Public Offering
- for cash at $0.25 per share 4,000,000 1,000,000
- less share issuance costs - (191,528)
- for corporate finance fee at a deemed price of $0.25 per share 50,000 12,500
Shares issued for mineral properties 30,000 750
Ending balance, June 30, 2009 and December 31, 2009 13,595,001 1,539,223
During the year ended June 30, 2009, the Company issued 30,000 common shares for mineral properties
at deemed value of $0.025 per share. See also Note 5 for detail.
During the year end June 30, 2009 the Company successfully completed its initial public offering of
4,000,000 common shares at a price of $0.25 per share for gross proceeds of $1,000,000. The Company
paid the Agent, at the closing of the Offering, an $80,000 cash commission and issued 320,000 non-
transferable Agent’s warrants at a deemed value of $44,000, entitling the holder to acquire one common
share at the price of $0.25 per common share until July 11, 2010. In addition the Company paid the Agent
an administration fee in the amount of $30,000 and issued 50,000 common shares at a deemed value of
$12,500 to the Agent as a corporate finance fee. The Company paid an additional $25,028 in expenses
relating to this transaction, including legal and filing fees. The Company’s common shares were approved
for listing on the TSX Venture Exchange and commenced trading on July 15, 2008.
As at December 31, 2009, 2,886,750 shares are held in escrow (June 30, 2009 – 4,831,251 shares).
Stock Options
The Company has a stock option plan whereby the Company is authorized to grant options to executive
officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and
outstanding common shares of the Company. Under the plan, the exercise price of each option will not be
less than the discounted market price of the common shares as permitted by the TSX Venture Exchange
policies. The options can be granted for a maximum term of 5 years. As at June 30, 2009, the Company
had granted non-transferable stock options to its executive officers and directors for the right to purchase
up to 850,000 common shares of the Company, exercisable at a price of $0.25 per share for five years,
vesting immediately upon the date of the listing of the Company’s shares on the Canadian Exchange,
being July 15, 2008 and will expire on July 15, 2013.
The weighted average fair value of the options granted on July 15, 2008 was $0.22 per share where the
exercise price is the same as the market price at the date of grant and the fair value of each option granted
is calculated using the Black-Scholes option-pricing model with the following assumptions: risk-free
interest rate of 2.66%, dividend yield of 0%, volatility of 133% and expected life of approximately 5

16
years. The estimated fair value of the options, totalling $185,000 was recognized on July 15, 2008, being
the measurement date based upon the date of listing of the Company’s shares on the Canadian Exchange.
As at December 31, 2009, none of the stock options have been exercised.
Option-pricing models require the use of highly subjective estimates and assumptions including the
expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value
estimates and therefore, in management’s opinion, existing models do not necessary provide reliable
measure of the far value of the Company’s stock options.
A summary of stock option activity for the period is as follows:
Weighted-
average
Number of exercise
options price
Balance, June 30, 2008 - $ -
Options granted, exercisable on or before July 15, 2013 850,000 0.25
Balance, June 30, 2009 and December 31, 2009 850,000 $ 0.25
Subsequent to December 31, 2009, 100,000 options expired pursuant to the resignation of a member of
the board of directors.
Warrants
A summary of warrant activity for the years is as follows:
Weighted-
average
Number of exercise
warrants price
Balance, June 30, 2008 - $ -
Agent’s warrants, exercisable on or before July 11, 2010 320,000 0.25
Balance, June 30, 2009 and December 31, 2009 320,000 $ 0.25
RELATED PARTY TRANSACTIONS
During the six months ended December 31, 2009 the Company has the following related party
transactions:
a) The Company paid or accrued to directors and officers of the Company or to companies controlled
thereby consulting fees of $49,500 (2008 - $52,750).
b) As at December 31, 2009, an amount of $95,288 (June 30, 2009 - $43,312) was owed to directors
and officers of the Company or to companies controlled thereby.
c) Paid rent of $Nil (2008: $4,000) to a company of which one of the Company’s director is a director
and officer.

17
RISK FACTORS
The Company’s principal activity is mineral exploration and development. Companies in this industry are
subject to many and varied kinds of risks, including but no limited to, environmental, metal prices,
political and economical.
The Company has no significant source of operating cash flow and no revenue from operations. The
Company has either not yet determined whether its mineral properties contain mineral reserves that are
economically recoverable or where reserves have been determined, mining operations have not yet
commenced. The Company has limited financial resources. Substantial expenditures are required to be
made by the Company to establish reserves.
The property interests in which the Company has an option to earn an interest are in the exploration stages
only, are without and may not result in any discoveries of commercial mineralization, and have no
ongoing mining operations. Mineral exploration involves a high degree of risk and few properties, which
are explored, are ultimately developed into producing mines, the result being the Company will be forced
to look for other exploration projects.
The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions
in which it operates, including provisions relating to property reclamation, discharge of hazardous
materials and other matters.
LIQUIDITY
The Company has financed its operations to date primarily through the issuance of common shares. The
Company continues to seek capital through various means including the issuance of capital stock.
The Company is in the exploration stage. These financial statements are prepared in accordance with
Canadian generally accepted accounting principles on a going concern basis which assumes that the
Company will be able to realize assets and discharge liabilities in the normal course of business. The
ability of the Company to continue as a going concern is dependent upon the continued support from its
directors, the ability to continue to raise adequate financing or achieving profitable operations in the
future. The outcome of these matters cannot be predicted at this time. These financial statements do not
reflect any adjustments to the amounts and classification of assets and liabilities that might be necessary
should the Company be unable to continue in business.
Net cash derived from operating activities in the six months ended December 31, 2009 was $9,861
compared to $307,594 used in the six months ended December 31, 2008.
Net cash used in investing activities for the six months ended December 31, 2009 was $175,878
compared to $435,097 for the six months ended December 31, 2008.
Net cash derived from financing activities for the six months ended December 31, 2009 was $89,317
compared to $879,972 for the six months ended December 31, 2008.
The Company has no history of profitable operations and its mineral projects are at an early stage.
Therefore, it is subject to many risks common to comparable junior venture resource companies,
including under-capitalization, cash shortages and limitations with respect to personnel, financial and
other resources as well as a lack of revenues.
At December 31, 2009 the Company had a working capital deficiency of $(139,968) (June 30, 2009 -
$150,090).

18
CAPITAL RESOURCES
The Company’s sources of funds are derived from financings.
On July 17, 2008 the Company announced that it successfully completed its initial public offering of
4,000,000 common shares at $0.25 per share for gross proceeds of $1,000,000 pursuant to a prospectus
dated May 16, 2008. Canaccord Capital Corporation acted as agent for the offering. Canaccord Capital
Corporation received a cash commission of $80,000, an administration fee and a corporate finance fee in
the aggregate amount of $30,000 and 50,000 common shares at a deemed value of $12,500 (the
“Corporate Finance Shares”), as well as 320,000 non-transferable share purchase warrants at a deemed
value of $44,000 (the “Agent’s Warrants”) representing 8% of the shares sold under the offering. The
Agent’s Warrants are exercisable at $0.25 per share until July 11, 2010. The Company paid an additional
$25,028 in expenses relating to this transaction, including legal and filing fees
The Company’s common shares were approved for listing on the TSX Venture Exchange and trading
commenced on July 15, 2008 under the symbol CFM.
The Company has a capitalization of an unlimited number of common shares without par value of which
13,595,001 common shares are issued and outstanding.
The Company has certain contractual commitments for resource properties which are detailed by property
in the Company’s financial statements and noted above
The Company presently does not have sufficient funds to meet its property explorations for fiscal 2010
and cover anticipated administrative expenses throughout the next year. However, the Company will seek
to raise additional funds through private placements (see subsequent events).
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not utilize off-balance sheet arrangements
INVESTOR RELATIONS
Investor Relations are preformed by management of the Company.
CORPORATE CEASE TRADE ORDERS OR BANKRUPTICIES
Other than as described below, none of the directors, officers or promoters of the Company are, or within
the past ten years prior to the date hereof have been, a director, officer, or promoter of any other issuer
that, while that person was acting in that capacity:
a) was subject to a cease trade or similar order or an order that denied the issuer access to any
statutory exemptions for a period of more than 30 consecutive days; or
b) was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any
legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings,
arrangements or compromise with creditors or had a receiver, receiver manager or trustee
appointed to hold the assets of the person.
Mr. Peter Bryant, a director of the Company, was a director of Gratiam Resources Inc. when, following
the abandonment by that company of a proposed reverse takeover transaction, it was delisted by the

19
Vancouver Stock Exchange in November 1995 for failure to meet its minimum listing requirements.
Gratiam Resources Inc. then ceased filing its financial statements with the British Columbia Securities
Commission and on October 16, 2000, it was the subject of a cease trade order under section 164(1) of the
Securities Act RSBC 1996 for failure to file the required financial statements.
OTHER MD&A REQUIREMENTS
The Company’s President & Chief Executive Officer (CEO) and Chief Financial Officer (CFO) are
responsible for establishing and maintaining disclosure controls and procedures and internal controls over
financial reporting for the Company.
In accordance with the requirements of Multilateral Instrument 52-109, Certification and Disclosure in the
Company’s annual and interim filings, evaluations of the design and operating effectiveness of disclosure
controls and procedures and the design effectiveness of internal control over financial reporting were
carried out under the supervision of the CEO and CFO as of the end of the period covered by this report.
The CEO and the CFO of the Company are responsible for designing a system of internal controls over
financial reporting, or causing them to be designed under their supervision, in order to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external reporting purposes in accordance with Canadian generally accepted accounting principles. We
have designed and implemented a system of internal controls over financial reporting which we believe is
effective for a company of our size. During the review of the design of the Company’s control system
over financial reporting it was noted that due to the limited number of staff, there is an inherent weakness
in the system of internal controls due to our inability to achieve appropriate segregation of duties. The
limited number of staff may also result in identifying weaknesses with respect to accounting for complex
and non-routine transactions due to a lack of technical resources, and a lack of controls governing our
computer systems and applications within the Company. While management of the Company has put in
place certain procedures to mitigate the risk of a material misstatement in the Company’s financial
reporting, it is not possible to provide absolute assurance that this risk can be eliminated.
While there were no changes that occurred for the most recent fiscal period that have materially affected
the Company’s internal control procedures, the CEO and CFO will continue to attempt to identify areas to
improve controls and intend to incorporate such improvement over the next fiscal year.
Management is responsible for the preparation and integrity of the financial statements, including the
maintenance of appropriate information systems, procedures and internal controls. Management is also
responsible to ensure that information disclosed externally, including the financial statements and
MD&A, is complete and reliable.
SUBSEQUENT EVENTS
The Company has entered into financing agreements to complete a private placement to raise up to
$50,100 through the issuance of 334,000 units at $0.15 per unit, each unit consisting of one common
share and one warrant exercisable at a price of $0.25 for two years from closing. The proceeds will be
used for general working capital. A finder`s fee may be payable in accordance with the rules and policies
of the TSX Venture Exchange. The terms of the financing and finder`s fee are subject to regulatory
approval.
The Company has also made arrangements to issue 1,251,250 common shares at a deemed value of $0.15
per share in satisfaction of $187,687.50 owed to various related parties. All shares issued will be subject
to a four month hold period from the date of issue. The proposed settlement of debt is subject to
acceptance by the TSX Venture Exchange.

20
Subsequent to December 31, 2009, 100,000 incentive stock options expired pursuant to the resignation of
a member of the board of directors.
APPROVAL
The Board of Directors of the Company have approved the disclosure contained in this MD&A. A copy
of this MD&A will be provided to anyone who requests it.
Additional information relating to the Company’s operations and activities can be found by visiting the
SEDAR website at www.sedar.com.

CONFEDERATION MINERALS LTD.
MAILING ADDRESS:
Unit C-12343 104 Avenue
Surrey, BC, V3V 3H2
Phone: 604 535 8640 Fax: 604 535 8640
Email: krholmes@shaw.ca
DIRECTORS AND OFFICERS:
Lawrence Dick, President, CEO and Director
Peter Bryant, CFO and Director
Kenneth Holmes, Director
Dr. Kent Ausburn, Director
REGISTRAR AND TRANSFER AGENT:
Computershare Investor Services
510 Burrard Street
Vancouver, B.C.
V6C 3B9
LEGAL COUNSEL:
Vector Corporate Finance Lawyers
1040, 999 West Hastings Street
Vancouver, BC, V6C 2W2
AUDITORS:
Chang Lee LLP
505-815 Hornby Street
Vancouver, BC, V6Z 2E6

2 mda

More Related Content

What's hot

Viewers also liked

Similar to 2 mda

Recently uploaded

2 mda