KODIAK EXPLORATION LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS
(FORM 51 – 102F1)
For the Quarter Ended June 30, 2008
REPORT TO THE SHAREHOLDERS OF KODIAK EXPLORATION LIMITED
The management discussions and analysis, prepared as of August 25, 2008, review and summarize the activities of Kodiak Exploration Limited (“Kodiak” or the “Company”) and compare the financial results for the quarter ended June 30, 2008 with those from June 30, 2007. The following information should be read together with the audited consolidated financial statements for the year ended December 31, 2007 and related notes attached thereto, which were prepared by management in accordance with Canadian Generally Accepted Accounting Principles. All amounts are stated in Canadian dollars unless otherwise indicated.

Forward-Looking Information
This management discussion and analysis (“MD&A”) contains certain forward-looking statements and information relating to Kodiak that are based on the beliefs of its Management as well as assumptions made by and information currently available to

Kodiak. When used in this document, the words “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to Kodiak, 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 acquisition of properties and the continued exploration and development thereof. Such statements reflect the current views of Kodiak 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 Kodiak 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 annual MD&A, additional important factors, if any, are identified here.

Description of Business
The Company’s business is to seek out undervalued exploration opportunities, with a focus on gold, uranium and base metals, followed by aggressive exploration programs on properties identified by Management as having untapped potential. The Company advances its projects through prospecting, mapping, geophysics, trenching and drilling, after which it decides whether the subject property has the potential to justify further work.

Properties
Gold Division
Hercules Gold Property
Kodiak’s Hercules Property is located approximately 200 kilometres northeast of Thunder Bay, in Ontario’s historic Beardmore-Geraldton Gold Camp (4.1 million ounces production to date). The property is road accessible and close to infrastructure. Past producers in the area include the high grade Leitch Mine, 30 kilometres to the southwest, which produced 1 million tons of ore at an average grade of 31.54 grams per tonne (0.92 opt) gold.
At Hercules, high grade gold has been found in multiple, stacked quartz-carbonate veins that cut through the 31 square kilometre Elmhirst Lake Intrusion and adjacent metavolcanic rocks. Surface stripping since 2006 has exposed several massive goldbearing
structures consisting of vein and stockwork systems that have a combined strike length of more than 5 kilometres. Individual veins over 2 kilometres long and 9 metres wide are enclosed within a wide envelope of intensely sheared and altered wall rock. The gold -mineralized structures remain open in all directions, and display many of the characteristics of other Archean gold deposits, which together account for two thirds of Canada’s gold production.
The Golden Mile, discovered in 2007, is a large quartz vein system with visible gold and sulphides exposed on surface along a two kilometre strike that remains open. Continuous gold mineralization was initially traced on surface for more than 400 metres; channel
samples taken every 20 metres along this zone had an average grade of 20.2 gpt Au over an average width of 3.8 metres. Since March, 2008, systematic delineation drilling has expanded the mineralized zone by 600%, intersecting gold along a strike length of well over two kilometers and to depths of almost 500 meters, and the system remains open in all directions. The drilling has outlined two parallel high grade zones with a northwest rake, within a continuous envelope of lower grade gold mineralization. The high grade zone that forms the central part of the Golden Mile has returned intersections as high as 515.98 gpt Au over 2.5 metres, and a newly discovered high grade zone to the east
returned 16.98 gpt Au over 1.3 metres, including 63.67 gpt Au over 0.3 metres, in HR08-171. Infill drilling has continued to intersect high grade gold, including 14.78 gpt Au over 9.3 metres (including 32.22 gpt Au over 3.3 metres) in HR08-161. In addition to the Golden Mile, other strong veins, including the parallel Marino, Seven of Nine, Yellow Brick Road and WL veins, have been uncovered by trenching over a collective strike length of 3 kilometres. These veins also frequently contain visible gold
and sulphides. Significant drill intersections include 38 gpt Au over a downhole width of 1.6 metres at Marino, a 10 metre wide mineralized interval at 250 m depth within the Yellow Brick Road system, and several high grade intersections at WL, including 15.59 gpt Au over a true width of 9.7 metres (including 51.65 gpt Au over 2.83 metres) in hole HR06-03. Drill hole HR08-113 tested the Seven of Nine vein adjacent to the high grade Marino intersection and intersected 12.85 gpt Au over 1.1 metres, including 0.3 metres grading 53.24 gpt Au. Drill hole HR08-145 was successful in extending the high grade WL gold zone down plunge, where it intersected 22.26 gpt Au over 3.3 metres, including
90.00 gpt Au over 0.8 metres.
The Lucky Strike structure is a blind vein discovered approximately 200 metres southwest of the principal Golden Mile vein during the course of step back drilling along the central portion of the Golden Mile. It was intersected at a depth of 38.5 metres and contains visible gold within a two metre vein width in drill core. Further drilling on this structure has outlined a broad zone of gold mineralization that graded 1.2 gpt Au over 41 metres in hole HR08-137. The Lucky Strike and Golden Mile structures appear to
converge at depth, suggesting a potential high grade target where they intersect, and a wedge-shaped region of shallow, bulk mineable mineralization above.
All of these veins remain open, and other newly discovered veins are in the process of being explored by trenching and drilling, including the “Fat Bastard”, a recent discovery between Marino and the Golden Mile that returned 37.1 gpt Au in a channel sample.

Strike extensions to the Marino and Seven of Nine veins have also been found by trenching northwest of the drilled area. Exploration trenching has been completed in an area south of the Golden Mile, where historic samples returned values up to 46 gpt Au from the BAT showing. Within the Elmhirst Lake intrusion, which hosts thesemineralized veins, 30 kilometres of sub-parallel geophysically indicated structures remain largely unexplored. Results to date demonstrate that the intrusion has strong potential to host additional new gold discoveries.

Subsequent events
Between January 1 and August 26, 2008 Kodiak drilled 169 holes totalling 49,159.1 metres, including 132 holes (42,481.5 m) on the Hercules property and 37 holes (6677.6 m) on other properties in the Beardmore-Geraldton area. Deep drilling continues to intersect mineralized quartz veins, which display wide halos of sericite-chlorite-carbonate alteration, silicification, as well as hematite ‘soaking’ in the footwall and hangingwall to the main structure. These zones of alteration can be up to 35 meters in thickness. The
deepest vein intercept to date is at approximately 450m below the surface.
In addition, the first holes drilled at the far northwest end of the Golden Mile have intersected quartz-pyrite veining accompanied by broad zones of shearing and alteration.
These recently completed holes extend the Golden Mile vein system another 400 meters or more And it remains open at depth as well as this continuation to the northwest.

As delineation drilling on the main Hercules structures is continuing to expand the depth and strike extents of the known veins, the drilling and trenching program is being expanded to cover the rest of the Elmhirst Lake Intrusion, where more than 30 kilometres of geophysically indicated structures with a similar geometry to the Golden Mile remain to be tested. Initial prospecting in the area northwest of the Golden Mile has already discovered a large system of strongly mineralized quartz veining that is on strike with the Golden Mile, and could potentially more than double its strike length to over 5 kilometres. Assays are pending and advanced follow up exploration is underway.

Geraldton Gold Camp regional properties
In addition to the Hercules project area, Kodiak has established itself as the dominant land holder in this under-explored greenstone belt, located between the prolific Red Lake (19.7 million ounce) and Timmins (65 million ounce) gold camps. Kodiak’s land
holdings cover approximately 1400 square kilometres of favourable stratigraphy and structure, in an area measuring approximately 150 kilometres long and up to 40 kilometres wide. These properties comprise a mixture of Kodiak 100%-owned claims and
option agreements, and include Solomon’s Pillars, Maki, and GMO options, and Kodiak’s West Geraldton prospect.

Subsequent events
In spring, March and April, 2008 Kodiak flew magnetic-gradiometer -VLF surveys over the Elmhirst Lake intrusion and a large part of the Beardmore-Geraldton regional properties. This was followed up in early summer with airborne VTEM surveys over selected blocks, and in August with radiometric surveys to identify alteration patterns. By 25 August, 2008, Kodiak had completed airborne magnetic and VLF surveys over a total of 37 drill holes totaling 6677.6 metres on its Beardmore-Geraldton area regional properties, including 16 holes (3349.7 m) at Solomon’s Pillars, 2 drill holes (213 m) at Maki, and 6 drill holes (833 m) at GMO. Results are pending.
The Solomon’s Pillars prospect is a gold-mineralized shear in or adjacent to iron formation that was explored underground in 1936 and 1937. The original gold zone was reported to be 46.9 m long and 2.1 m wide with an average grade of 11.7 gpt Au. Subsequent trenching and drilling in 1963 expanded the gold bearing zone to 563 metres long by 6.4 metres wide by 91.4 metres deep, with a best value of 48.7 gpt Au, and it remained open. Kodiak’s initial channel sampling returned 12.82 gpt Au over 5.5 metres,
including 25.1 gpt Au over 0.9 metres. Initial drilling has intersected 20 to 30 metre thick zones of intensely mineralized banded iron formation and sheared clastic rock, and assays are pending.
At Maki, gold is associated with an east-west shear zone in sheared mafic volcanic rocks. Twenty-seven of 35 shallow holes drilled by Dougall Gold Mines in 1947 and 1948 intersected values higher than 0.5 gpt Au, with the best hole assaying 555.6 gpt Au over 1.2 metres. Kodiak is currently working to improve access to the property that will facilitate a trenching and diamond drilling program to follow up the Dougall discovery and test numerous similar east-west structures identified by Kodiak’s airborne
geophysical surveys. The GMO project is located in the western part of the Beardmore-Geraldton gold district along strike from the high grade Northern Empire Mine (approximately 150,000 ounces
total production). Kodiak has discovered a series of new gold -bearing quartz veins in this area that contain visible gold, with grab samples assaying up to 41.5 gpt Au. The new vein system is at least 350 metres long and up to 2 metres wide and remains open. Kodiak has drilled 6 holes totaling 833 metres, and results are pending.

On its West Geraldton property, adjacent to a number of historic gold mines that produced 3 million ounces of gold, Kodiak has identified multiple untested targets along the 40 kilometre Portage Shear Zone. A historic hole drilled on the newly exposed Goldstrike zone intersected 2.04 metres grading 327.79 gpt Au. The Goldstrike and Drexel zones have now been stripped over a strike length of 300 metres and remain open, and a second zone of strong mineralization located 500 metres west of the Goldstrike
zone has also been discovered. These structures are characterized by strong arsenopyrite veining over broad widths where historic grab samples have assayed up to 129.5 gpt Au. Additional stripping and channel sampling are ongoing, and drilling has commenced.
Early grassroots reconnaissance has identified strong gold mineralization at the Maki, Brenbar, Sturgeon Bridge, Bearskin, Klotz Lake, Blackwater and Kaby Lake projects, stripping and sampling are now underway, and Kodiak is continuing to add properties of merit to its land package. These properties are located along more than 300 kilometres of major gold producing breaks or structures that have a striking resemblance to the Cadillac Break in Val d’Or and the Porcupine-Destor Fault Zone, and are entirely controlled by Kodiak. Kodiak geologists believe this under-explored gold belt, which has hosted 14 producing mines in the past, has tremendous untapped potential for the discovery of new economic gold deposits in an Archean terrain that is similar to gold camps such as Timmins, Val d Or, and Noranda.

Knucklethumb
The 100% controlled Knucklethumb gold prospect is a separate property located 40 kilometres north of Golden Mile, in the northern part of the same Archean greenstone belt. The property covers 4,176 hectares, has excellent road access, and is located
approximately 210 kilometres northeast of Thunder Bay, Ontario.
The Knucklethumb Vent Zone was discovered in 2004, following a regional compilation.
It consists of a large area of gold-sulphide mineralization within a zone of intensely silicified and sericitized quartz porphyry and hydrothermal crackle breccia. The alteration zone measures approximately 3 kilometres long by over half a kilometre wide, making it one of the largest known alteration systems in Northwest Ontario. Kodiak’s surface trenching in the Vent area exposed a gold-mineralized area 230 m long and up to 12 metres wide, with an average width of 7 metres. Surface channel samples have assayed up to 2.20 gpt Au and 12.89 gpt Ag over 6.10 m, including 7.17 gpt Au and 20.90 gpt Ag over 1.70 m.
Shallow diamond drilling on the property in 2005 (33 holes – 4,415 m) and a second phase of deeper drilling (7 holes – 1611 m) in 2006 included 29 holes in the Vent area, where a Titan 24" deep IP-Resistivity-Magnetotelluric survey outlined large areas of
moderate to high chargeability, coincident with moderately low resistivity. The IP anomalies coincide with several lenses of disseminated to semi-massive pyrite with strike lengths ranging from 200 to 600 metres, associated with multi-element soil geochemical anomalies. The sulphide lenses are parallel and have a north-south orientation. Hole KL05-04 intersected widespread gold mineralization averaging 0.19 gpt Au/108.90 m from 25.60-134.5 m down hole, including 0.33 gpt Au/29.05 m from 37.0- 66.05 m, including 0.46 gpt Au/15.33 m from 37.0-52.33 m. Hole KL06-01 intersected 0.29 gpt Au over 10 m true width, and showed that the gold mineralization extends to a vertical depth of at least 390 m.
The size of this gold-bearing hydrothermal system, a lack of drilling at deeper levels, and the existence of multiple priority targets that remain untested, all suggest that this property has strong potential for a significant new gold discovery.

I did not include Energy, Base Metals, and Financials which are in the Sedar document.

Have a good long weekend. :)