Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Description of Business

We are in the business of mineral exploration and development. We have acquired or entered into agreements to acquire several mineral claims in the provinces and Quebec and Alberta, Canada. Our plan is to attempt to identify and pursue opportunities for the acquisition and development of mining properties in Canada and around the world.

We are focused on the strategic acquisition and development of uranium, diamond, base metals, and precious metal properties on a worldwide basis. Our long-term objective is to become a sustainable mid-tier base & precious metal producer in Canada & Cambodia, to the benefit of all stakeholders, in a socially and environmentally responsible manner. Our overall strategy is to rapidly advance our recently acquired/optioned base & precious metal exploration properties.

Exploration of our mineral claims is required before a final determination as to their viability can be made. The existence of commercially exploitable mineral deposits in our mineral claims is unknown at the present time and we will not be able to ascertain such information until we receive and evaluate the results of our exploration programs.

Zama Lake Pb-Zn Property

Acquisition of Property

On September 11, 2007, we entered into a Letter of Intent Purchase Agreement (the "Purchase Agreement") with Star Uranium Corp. ("Star Uranium"). Under the terms of the Purchase Agreement, Star Uranium has agreed to transfer to us ten mining claims located in the Zama Lake area of northern Alberta, Canada. Under the Purchase Agreement, we paid Star Uranium a cash purchase price of $100,000CDN. Also, we issued Star Uranium 150,000 shares of our common stock as additional consideration for the purchased mining claims. The mining claims transferred under the Purchase Agreement cover a total of approximately 92,160 hectares.

Under the Purchase Agreement, we have also agreed to invest certain minimum amounts in the development of the mineral properties. Subject to any negotiated adjustments which may be made by the parties based on future geological evaluation, we are required to spend a minimum of $400,000CDN toward exploration of the properties before May 16, 2008 and an additional $1,000,000CDN toward exploration and development before May 16, 2010.

Star Uranium has retained a 2% smelter royalty on the properties and has retained all diamond rights. We have the option to buy-down the retained net smelter royalty to 1% by making an additional payment of $1,000,000CDN to Star Uranium at any time. The Purchase Agreement, which is in the form of a short Letter of Intent, may be replaced by a more formal agreement if deemed necessary by the parties.

On September 12, 2007, we acquired additional claims in Alberta under an Alberta Mining Claims Purchase Agreement (the "Purchase Agreement") with Derek Ivany and Royal Atlantis Group, Inc. ("Royal Atlantis"). Under the terms of the Purchase Agreement, Mr. Ivany and Royal Atlantis have transferred to us a total of six mining claims located in the province of Alberta, Canada.

In exchange for the mining claims transferred to us under the Purchase Agreement, we paid a total of $20,000 ($10,000 each) to Mr. Ivany and Royal Atlantis.

In 2007, Ivany Mining Inc. hired Paul A. Hawkins & Associates Ltd. an independent geological services firm to further analyze and complete a National Instrument 43-101 compliance form on the property. The report covers the property optioned from Star Uranium and outlines a detailed exploration program for the Zama Lake property.

Description and Location of the Zama Lake Property

The Zama Lake Pb-Zn property consists of ten metallic mineral permits covering 92,160 hectares (227,732.3 acres) located 700 km north northwest of Edmonton Alberta. The property is a grass roots Pb-Zn Play staked as the result of the discovery of anomalous sphalerite and galena grains found in till samples collected during diamond exploration. The property area is forested and

hosts parts of the Zama Lake Oil and Gas field. Zama Lake and Zama City are oil industry support bases and are located within the property.

The Zama Lake Pb-Zn consists of ten metallic mineral permits covering 92,160 hectares (227,732.3 acres) located 700 km north northwest of Edmonton Alberta. The property is a grass roots Pb-Zn Play staked as the result of the discovery of anomalous sphalerite and galena grains found in till samples collected during diamond exploration. The property area is forested and hosts parts of the Zama Lake Oil and Gas field. Zama Lake and Zama City are oil industry support bases and are located within the property. The First Nation Dene Tha' (Assumption-Habay-Chateh) settlement exists to the south of the property.

Exploration Potential

The presence of anomalous concentrations of sphalerite and galena in the coarse sand fraction of till from the Zama Lake area suggests the possible presence of proximal Pb-Zn mineralization. Given the area geology, this mineralization may be either Sedex mineralization in the underlying shale or MVT mineralization in the deeper carbonates.

Northern Alberta hosts a thick sequence of shale, which is cut by the Great Slave Shear Zone which extends southwest from the Pine Point area into the Zama Lake / Rainbow Lake area. Core studies of Keg River carbonate in the area show dolomitization, brecciation, and the presence of cements containing fluorite, chalcopyrite, sphalerite, and / or galena, which are indicative of hydrothermal activity in the immediate region. This hydrothermal activity is likely present because the association of higher temperature saddle dolomite with epigenetic lead and zinc mineralization, hydrocarbons, and sulfate-rich carbonate proximal to major basement faults. The discovery of significant concentrations of Zn and Pb in modern saline formation waters emanating from Middle Devonian Keg River Formation in northern Alberta suggests a possible ore-source in the area that has not yet been discovered (Hitchon, 1993).

Throughout northern Alberta and southern Northwest Territories, numerous and extensive thick carbonate successions occur in the cratonic platform wedge of strata within the Western Canadian Sedimentary Basin. These same rocks host the Pine Point MVT mineralization. No Sedex deposits have been found in Cenozoic or Mesozoic age rocks but there is a clear association and close genetic link between deposit types. Potential exists for both types of deposit in the Zama Lake area.

The exploration potential of the Zama Lake Pb-Zn property lies in the recognition that the discovery of sphalerite, galena, barite grains in heavy mineral concentrates are being indicative of the metal bearing hydrothermal fluids ascending through a sedimentary package which hosts carbonates and shale where they could have deposited economic Pb-Zn deposits. Previous to this, sphalerite and galena occurrences were known in the Devonian carbonate rocks in oil wells in northern Alberta. High levels of metals were also found in saline formation waters in Devonian Keg River Formation. Both the federal (GSC) and provincial (AGS) geological surveys have been promoting the Pb-Zn conceptual potential of the Western Canadian Sedimentary Basin for several years (Rice, 2001; Hannigan, 2002; Hannigan et al., 2003). Previous analyses of Devonian formation waters in Northern Alberta show these waters to be Pb-rich and are thus not

related to Pine Point because the deposit is Zn-rich. Recent analysis shows that Zn values are in an order of magnitude greater than Pb (Hannigan et al., 2003). Lead isotope dating of the Pine Point deposits is 290 Ma (290 million years ago or Late Pennsylvanian age). The metal-bearing fluids responsible for Pine Point are much older and likely different than modern formation waters. Modern formation waters are likely driven by a Laramide deformation event within the Cretaceous. This would make the whole sedimentary package prospective for Pb-Zn deposition.

The presence of the classical Pb - Zn - Mo anomalous geochemistry on a regional basis in the surficial environment in the clay silt fraction of till within the Zama Lake area indicates proximal source and not a far traveled transported anomaly. This potential has only recently been recognized. The structural setting of the Zama Lake Area along parallel structures to the MacDonald - Great Slave Fault northeast-southwest system and cross cutting northwest-southwest structures is similar in setting to the Pine Point Area. Most of these structures are basement features, which have been reactivated over time and penetrate nearly the full sedimentary package. These structures are likely one of the major controls localizing mineralization.

Exploration on the Zama Lake property consisting of till sampling, examination of indicator mineral concentrates and silt geochemistry indicates the likely proximal presence of Pb-Zn mineralization near surface. The best potential likely exists along structural breaks (faults), collapse structures, porous zones (tuffs), and proximal or up dip of petroleum zones. This potential likely exists beyond the carbonates at depth and into the shale. Further work is required to evaluate this grass-roots Pb-Zn property of merit.

Geological Exploration Program in General and Recommendations From Our Consulting Geologist

We have obtained an independent Technical Report on the Zama Lake property from Paul A. Hawkins, P.Eng. Mr. Hawkins prepared the Technical Report and reviewed all available exploration data completed on these mineral claims.

The property that is the subject of the Zama Lake property is undeveloped and does not contain any open-pit or underground mines which can be rehabilitated. There is no commercial production plant or equipment located on the property that is the subject of the mineral claim. We have not yet commenced the field work phase of our initial exploration program. Exploration is currently in the planning stages. Our exploration program is exploratory in nature and there is no assurance that mineral reserves will be found.

In order to further evaluate the potential of the Zama Lake property, our consulting geologist has recommended a two-phase exploration program.

Phase I

Sub-surface data should be compiled from select wells on the property to compile the shallow stratigraphy from well logs. Any structural information from the logs would also be valuable. Bedrock topography would also be important to avoid areas of deep overburden. This information can likely be acquired at a minimum cost.

Further, more extensive bulk till and silt geochemical sampling should be untaken at a higher density using ATV for better access into more remote and wetter areas where summer access does not exist. Coverage of silt geochemistry sampling should be expanded beyond that of addition bulk till sampling. Orientation studies should also be undertaken to define variation with depth and lateral variation within burrow pits near current anomalous areas. Increasing bulk till sample size should also be evaluated. Data from GSC / AGS multi-element sampling should be fully integrated into a single database.

Isotopic age dating of the sulfide indicator minerals recovered is warranted to date the age of the mineralization. The age date for mineralization at Pine Point is 290 million years ago. The age date for mineral at Zama Lake in the subsurface within Devonian carbonates is of a similar age. Mineralization near surface may relate to the Laramide Orogeny 47 ±10 Ma (million years ago). This Laramide Orogeny likely deforms rocks up and including Cretaceous age rock. If the age dates are much younger than the old lead dates for Pine Point, the potential for the play increases significantly. Several of the grains should have their isotopic composition determined.

Processing of aeromagnetic data should be completed and targets selected for ground follow-up. Follow-up ground geophysics should likely initially consist of ground magnetometer, VLF-EM, HLEM and selected induced polarization (IP) surveys. The best suite of surveys should be determined given the local ground conditions and overburden thickness. It will likely be possible in some cases to use pre-existing grid lines from seismic surveys. Further airborne EM with preliminary drill targets by late fall. Total cost for the Phase I program is estimated at $400,000.

Phase II

The recommended Phase II program is largely a winter drilling program because of access issues. A suite of ground geophysics would delineate drill targets. Drilling would then be conducted on defined targets within 152.4 m (500 ft) of surface. Where possible, surface access would be gained by using pre-existing winter roads. Operations would likely be based out of one of Zama City's open camps. Special care would be required in areas of shallow natural gas. The special care procedures would not be cost prohibitive but include extra training of crews, spark arrestor on diesel engines and gas deflector on casings. The drilling component of the Phase II program budget is contingent on the delineation of suitable drill targets. A phase II budget of $1,000,000 is recommended.

Exploration Budget

Phase I

Well Log Data Compilation          $    25,000
Heavy Mineral Sampling             $    25,000
Laboratory & Isotopic Analysis     $    35,000
Ground Geophysics (IP, EM and Mag) $   265,000
Project Management and Reporting   $    50,000
Phase I Total                      $   400,000   $   400,000

Phase II

Ground Geophysics (IP, EM and Mag) $   200,000
Diamond Drilling (3000 m.)         $   750,000
Project Management and Reporting   $    50,000
Sub-total=                         $ 1,000,000   $ 1,000,000

Project Total=                     $ 1,400,000

Quebec Properties

We have also acquired a 100% interest in two large sets of mineral claims in the province of Quebec, Canada. We have not yet commissioned geological or technical reports on these properties and can give no data or other assurances regarding their value or exploration potential at this time. We plan to obtain independent reports regarding these properties in the near future. The following is a brief description of the Quebec properties our plans for conducting initial surveying and sampling on these claims:

Temiscamingue property

The Temiscamingue property is located approximately 40 kilometers east of the town of Ville Marie and 100 kilometers south of Rouyn Noranda, halfway between the Elliott Lake Uranium camp in Ontario and the Abitibi Gold Belt, within the Grenville Province Front. The project is accessible via logging roads. Government regional stream sediment survey have identified many anomalies in the area. Property is strategically located between the claims of Superior Diamonds

(adjacent to the north) where new kimberlites have recently been discovered and the property of Aurizon Mines (adjacent to the south) which has reported as much as 100 grams of gold per ton during till sampling with the objective of identifying the gold dispersion trains previously outlined. Ivany Mining has acquired a 100% undivided interest of 24928.68 acres in this mineral rich Temiscamingue region.

Regional Geology

The Superior Province is the largest Archean craton in the world, half of which is located in Québec. This craton is a highly prospective region for kimberlite exploration, meeting all four criteria for hosting economic grades of diamond-bearing kimberlite: 1) the presence of an Archean craton; 2) the refractive, relatively cool and low-density peridotitic root of the craton has been insulated against reheating and excessive tectonic reworking; 3) the presence of major tectonic structures; and 4) association of diamonds with other intrusive rocks. Four kimberlite fields have been identified in Québec, the Temiscamingue Field being one of these.

Local Geology

The Property over thrusts 2 geological structural provinces, intruded by granite-granodiorite-mafic and ultramafic rocks all faulted and sheared. Fault sets and lineaments intersect the Structural Thrust Front. It is on the Central-median ridge of the "Temiscamingue Lake Rift" and on the strike of many Diamond Kimberlite occurrences.

Stream sediment geochemistry points to strong anomalies for Nickel, Uranium, and Rare Earths Elements along with good gold potential and many circular shape magnetic anomalies to be tested for their Kimberlitic potential.

Surveying and Sampling Budget

A two-phase exploration program is planned to evaluate the property in the Temiscamingue Area of Quebec. These programs involve the compilation of pre-existing data from the Quebec Ministry of Natural Resources and Wildlife that should be compiled, to guide to a certain extent specific exploration for base metal and precious metal mineralization. An airborne helicopter triaxial magnetometer gradiometer survey is recommended to evaluate the potential for Kimberlite Indicator Minerals (KIMs).

The proposed budget for Temiscamingue in 2008 is CND $600, 000. The program will mainly consist of a 100 meter space lined airborne combined survey, Magnetometry EM-INPUT and Radiometry, ground follow up, Induced Polarization and Scintillometry, geology, stripping, sampling, drilling, and analysis.

Phase One

A geophysical airborne survey combined with Mag-EM-radiometry spaced at 100 meters. The forecast cost for 100 square kilometers is approximately $ 140,000 Canadian dollars.

Till sampling and analysis CDN$ 30 000 Use of heavy machinery, clearing, and connection to paths CDN$ 50 000

Laboratory analysis for multi-element samples             CDN$  15 000
Miscellaneous, supervisory, and overhead                  CDN$  30 000
TOTAL PHASE ONE RECOMMENDATION:                           CDN$ 265 000

Phase Two

The second phase consists of geophysical ground survey, stripping, channel sampling, and analysis,

Followed by a drilling campaign. CDN$ 335 000 TOTAL COST FOR PHASE TWO: CDN$ 335 000 TOTAL COST FOR BOTH PHASES: CDN$ 600 000

Mont Laurier properties

Ivany Mining owns a 100% interest in a large group of claims situated in the area of Mont Laurier, Quebec, the property is located less than 200 kilometers northwest of Montreal and is easily accessible by both paved and gravel roads. The Mont Laurier properties were acquired after Nova Uranium and Strateco Resources made several discoveries in the area. Ivany Mining has claims adjacent to Strateco and Nova uranium in a North/South trend. Previous exploration in the area has resulted in many uranium showings including a grab sample showing a result of over 70lbs/ton of U308. Also, there are estimations of sizeable U308 reserves in the area, but theses reserves are pre NI-43 101 therefore not compliant. With the price of U308 recently climbing to $136 per pound, there has been renewed interesting the area. The close proximity to a major metropolitan city makes this project very attractive as exploration and mining costs are sharply reduced as compared to projects in remote areas.

Regional Mineralization

The Mont Laurier Uranium Exploration Camp area is one of many radioactive districts scattered throughout the Grenville Structure Province. Many of the Grenville radioactive occurrences (chiefly related to intrusives of granitic composition) are found in the southwestern extent of the structural province, extending from southwest Quebec into eastern Ontario.

Local Mineralization

The Property hosts at least 21 historical uranium showings, where syngenetic uranium mineralization is found in metamorphic pegmatites and granites. Some of these major mineral showings are comprised of a collection of smaller individual uranium occurrences.

As a general rule, syngenetic uranium deposits form as the result of high temperature igneous and/or metamorphic differentiation caused by the exclusion of uranium (and other radioactive elements) from the crystal structure of most rock-forming minerals. This type of uranium deposit is confined to high-grade metamorphic terrains, typically occurring within Achaean to early Proterozoic aged basement granite gneiss complexes. Deposits are normally associated with major regional scale structural faults and/or structures related to the emplacement of deep-seated alkaline intrusive bodies. Host rock lithologies are generally granitic in composition, occurring as intricate dyke-sill complexes, varying in texture from aplitic to pegmatitic. Ore minerals typically include finely disseminated crystals of uraninite, uranothorite and allanite, with less common secondary minerals like, uranophane or pitchblende.

Surveying and Sampling Budget

The general strategy for the Mont Laurier property will also consist of two phases. The first phase will consist of a magnetic and spectometric airborne survey, spaced at 100 meters. The survey will be flown at an altitude of 100 to 120 meters above ground. A photo-geologist will be used to identify distinct characteristics in the rocks in order to determine the best drill targets.

Upon completion of the survey, we will follow up by conducting ground-geophysics in order to identify our top-priority anomalies. The initial ground geophysics will consist of a scientillometry survey, stripping, blasting and sampling. This work will be followed by a drilling program.

Phase One

The forecasted cost for 68 square kilometers is CDN$  90 000
Heavy machinery, ground clearing                CDN$  30 000
Sampling                                        CDN$  20 000
Laboratories, analysis                          CDN$  12 000
Project management                              CDN$  25 000
TOTAL COST FOR PHASE ONE:                       CDN$ 177 000

Phase Two

Diamond drilling (1000 meters) CDN$ 275 000 Total cost for both phases: CDN$ 452,000

Competition

The mineral exploration industry, in general, is intensely competitive and even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves.

Most companies operating in this industry are more established and have greater resources to engage in the production of mineral claims. We have only recently acquired or entered into agreements to acquire our mineral claims and our operations are not well-established. Our resources at the present time are limited. We may exhaust all of our resources and be unable to complete full exploration of the Zama Lake mineral claims or our other properties. There is also significant competition to retain qualified personnel to assist in conducting mineral exploration activities. If a commercially viable deposit is found to exist and we are unable to retain additional qualified personnel, we may be unable to enter into production and achieve profitable operations. These factors set forth above could inhibit our ability to compete with other companies in the industry and entered into production of the mineral claim if a commercial viable deposit is found to exist.

Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result our not receiving an adequate return on invested capital.

Plan of Operations

Our immediate business plan is to proceed with the exploration of the Zama Lake mineral claims to determine whether there are commercially exploitable reserves of lead, zinc or other metals. We have commenced our initial exploration program as recommended by our consulting geologist and as required by the Agreement under which we have acquired the property. Currently, our geologist is in the process of interpreting airborne data and planning the further exploration activities. The complete recommended geological program for the Zama Lake mineral claims will cost a total of approximately $1,400,000. In addition, we plan engage in initial surveying and sampling on our Quebec properties at a . . .