SENATOR MINERALS INC
Suite 1018 – 475 Howe St, Vancouver, BC  V6C2B3    604-904-1330
SNR: TSX-V

MANAGEMENT DISCUSSION and ANALYSIS accompanying the 31 March 2008 Unaudited Consolidated Financial Statements

This Management Discussion and Analysis, prepared as of 26 May 2008, is intended to be read in conjunction with the unaudited consolidated financial statements for the three months  ending 31 March 2008 and related notes thereto, which have been reported in Canadian dollars and prepared in accordance with Canadian generally accepted accounting principles. This discussion relates to the operations of Senator Minerals Inc (the "Company" or “Senator”) during the year ending 31 December 2007, the three months ending 31 March 2008, and the period up to the date of this report, being 26 May 2008. 

 History:  The Company, an Ontario corporation with unlimited common shares authorized, was first incorporated as Manbar Explorations Ltd (“Manbar”) in 1972.  In 1986, Manbar underwent a name change to Cross Canada Resources Inc.  In 1995, the name was changed to Cross Canada International, and that same year the Company elected to become a public company and also underwent a 10:1 consolidation.  In 1998, Cross Canada International changed its name to Senator Minerals Inc, with another 10:1 consolidation of shares.  In 2000, upon the demise of the Canadian Dealer Network (“CDN”), Senator was listed as a Tier 3 Issuer on the Canadian Venture Exchange, which subsequently became the TSX-Venture Exchange (TSX-V).  At the beginning of 2004, Senator became a Tier 2 Issuer on the TSX-V. 

In addition to its present listing on the TSX-V (symbol “SNR”), the Company is also listed on the Frankfurt Exchange (symbol “T1K).

Business:
The Company is focused on mineral exploration and has as its main objectives the identification and acquisition of, and subsequent profitable disposition of interests in, mineral properties of merit.  In the last two years, the Company has depended on cash generated from option payments, operator fees, private placements, and interim loan arrangements to fund its activities. 

These proceeds have been used for investigation and appraisal of targeted mineral concessions, acquisition and exploration of certain mineral concessions, the administration and maintenance of the company's operations, and compliance with all regulatory requirements.  Because of the directors’ consensus that a long-term commodity-driven market is underway, the Company has assembled a portfolio of exploration prospects and net smelter return (NSR) interests.  Investments have been made in mineral exploration property acquisitions, option agreements, and lease options.

Based on the upward trend in the prices of commodities and the Company’s relative strengths in identifying properties that may show greatly enhanced value in periods of improved market liquidity, it is management’s mandate to develop and maintain an inventory of exploration prospects that can be optioned to other companies to aid in financing major exploration expense.   

Mineral Exploration Property Interests:
It remains the directors' collective opinion that political risk and cost efficiency are two of the most important factors when determining what general areas are most acceptable for mineral exploration. The Company has concentrated a significant portion of its time, effort, and resources on mineral exploration opportunities in western North America, from Alaska through BC to Nevada and Arizona. 

The Company’s main project is its 100% interest in the Taurus property, a recognized porphyry copper-molybdenum-gold deposit in southeastern Alaska.  The Taurus property was the most significant property in Senator’s portfolio in the mid-1990s, with substantial previous work before Senator expended over $1.3 million on it during a three year period.  Because of its potential size and value, it is the Company’s intention to complete further work to enhance the value of this project.  

The Company directors have agreed on an element of diversification for the Company’s property portfolio because of the perceived long-term upward trend in commodity prices.  Company management has carried out the majority of its property acquisition and exploration activities on gold prospects in the southwestern USA, where one of the directors is resident, and where the management and directors already have experience and expertise.     

Based on the identification of a Midas-type gold-silver deposit model and related targets in a comparatively unexplored part of north central Nevada, the Company decided to focus its efforts mainly on the Northern Nevada Rifts (NNR), an area that covers part of the Carlin Trend, including the Midas and Mule Canyon mines and outstanding prospects like Hollister and Silver Cloud, and part of the Battle Mountain Trend, including Pipeline and Cortez Hills.   

Subject to net smelter returns (NSRs) of 3%, the Company has acquired 100% control, through mining lease options, of five gold-silver properties in the Carlin Trend portion of the NNR area, which is considered highly prospective for Midas-type gold deposits.  In order of acquisition, these properties are: 

West Silver Cloud: a significant gold prospect located adjacent to, and west of, Barrick-Teck’s Silver Cloud property, now optioned to Geologix.  This non-arms-length transaction, for a 100% interest net of a 3% NSR, was subject to regulatory approval as it involved an acquisition from a company controlled by a director of the Company.  A NI 43-101-compliant technical report and a valuation report were submitted to the TSX-Venture Exchange, and approval was obtained.  The technical and valuation reports can be viewed on the Company’s web site.   

Dome and Wild Horse: Two properties were acquired in a single non-arms-length transaction, for a 100% interest net of a 3% NSR, which was subject to regulatory approval as it involved an acquisition from parties that include a company controlled by a director of the Company.  NI 43-101-compliant technical reports and a valuation report were submitted to the TSX-Venture Exchange, and approval was obtained.  The technical and valuation reports can be viewed on the Company’s web site.   

Ivanhoe Creek and Rimrock: Two properties were acquired in a single non-arms-length transaction, for a 100% interest net of a 3% NSR, which was subject to regulatory approval as it involved an acquisition from a company controlled by a director of the Company.  NI 43-101-compliant technical reports and a valuation report were submitted to the TSX-Venture Exchange, and approval was obtained.  The technical and valuation reports can be viewed on the Company’s web site.   

In 2007, a bentonite deposit of undetermined size was encountered during exploration on Ivanhoe Creek.  Consequently, seven placer claims were staked in order to acquire the right to exploit this deposit in the event it proves economic. 

In addition, the Company has acquired 100% control, through staking, of two gold properties that are prospective for Cortez Hills-style gold  deposits, Cortez South and Gold Valley, in the Battle Mountain Trend portion of the NNR area.  

It is the Company’s intention to arrange for optionee companies to earn an approximate 50% interest in each of the seven above-described NNR properties by financing the initial recommended exploration programs, all of which consist of limited geophysical and other surface work followed by drilling.  Senator may also take an equity interest in these optionee companies.   

The success in finding optionees to finance the proposed work programs is dependent on certain factors, not all of which are under the Company’s control.  The general liquidity of the markets, which are in turn dependent on the price of gold and other commodities, will be the major contributor or impediment to the successful completion of the Company’s business plan. 

To date, a 50% interest in one Midas-style property, Ivanhoe Creek, has been optioned.  The optionee company, Kent Exploration Inc (“Kent”), is listed on the TSX-Venture Exchange and has fulfilled the terms by which it earns a 50% interest in the Ivanhoe Creek property and in the seven placer claims staked over the bentonite deposit.  Kent has made an initial payment of US$25,000, contributed 50% of all ongoing maintenance and holding costs, financed C$110,000 in geochemical and geophysical exploration, deposited C$600,000 to fund the 2007 drill program, and paid 50% of all ongoing maintenance and holding costs in order to earn its interest.  After disposition of 312,500 Kent shares in May 2007, at the date of this report Senator holds an equity position of 937,500 shares of Kent.

To date, 51% interests in two Cortez Hills-style targets, Cortez South and Gold Valley, have been optioned to Bullion River Gold (“Bullion”), an OTC:BB-listed company.  On each property, Bullion has made a cash payment of US$10,000 and delivered 125,000 common shares of Bullion, and paid all carrying costs.  It now must finance US $200,000 of work on each property to earn a 51% interest.   

Provided it has earned a 51% interest, Bullion will have the right to earn a further 25% interest in each property by financing and completing a further US$200,000 of work on that property.  The parties will then be deemed to form a joint venture, with interests subject to a standard dilution clause.  At the date of this report, Senator holds an equity position of 250,000 shares of Bullion River.

In July 2007, the Company acquired an option to earn a 100% interest in the Geikie River claim, a 3370 hectare uranium prospect in the eastern Athabasca Basin in Saskatchewan, an area recognized for its proximity to the highest grade uranium mines in the world.  The transaction was reported in Senator news release #2007-6 on 22 June 2007.  Upon approval of the TSX-Venture Exchange, the Company made an initial payment of $100,000 and 400,000 common shares, and now must pay $100,000 and 500,000 shares on the first anniversary of the agreement and $100,000 and 600,000 shares on the second anniversary of the agreement to earn its 100% interest.  Work done in 2007 included a property visit by a professional geologist and an airborne geophysical (TEMPEST) survey that has identified possible drill targets.

Through non-arms-length agreements with a company controlled by an officer and a director of the Company, Senator had options to acquire 50% interests in two advanced copper properties, the Key and the Okey, in northern British Columbia.  As spending substantial amounts on exploration to earn its interest did not fit the Company’s business plan, the options were terminated in return for an award of a 1% net smelter return (“NSR”) in each property, plus payments of $150,000 cash and 200,000 common shares of Aries Resource Corp, an arms-length TSX-listed company that has plans to develop the properties to the production stage.  At the date of this report, Senator holds an equity position of 200,000 shares of Aries.

The Company also has a 1% NSR on the Rosebud property, a gold-silver prospect in northwestern Arizona that is currently optioned to and being explored by Kent Exploration. 

By inventorying prospective situations, the Company is positioning itself to participate in the upside of exploration without significant dilution of its own shares by arranging for other companies to finance the carrying costs and work on its properties.  The profitable execution of this plan requires a combination of increases in the price of gold and commodities and a general increase in investor attention to the junior capital markets.  Both these circumstances are beyond the Company’s control, and although gold and commodity prices have increased to record levels, the junior capital markets have not yet responded as predicted.  At the time of this report, the price of gold has been at or above US$900 and copper has been in the US$3.60 range, both of which must be considered in excess of the levels needed for the execution of the Company’s plan.  Junior capital markets have yet to achieve the liquidity that is needed for an overall positive market and the success of the Company’s business plan.   

Non-Arms-Length Transactions:
As described above, and detailed in the Notes to the financial statements, Senator has completed a number of non-arms-length transactions.  All have been done on terms advantageous to the Company, at or below industry-standard tariffs.  All were subject to independent technical and valuation reporting and approval of the TSX-Venture Exchange.  All requisite approvals have been obtained.

Financial Results and Operations:
The relatively high costs of having small companies operate rationally and efficiently while meeting the requirements of increasingly complex regulatory regimes is a continuing impediment to the success of venture companies like Senator. 

A possible offsetting positive market factor for junior exploration venture companies is that, because the gold and exploration markets are relatively minuscule compared to the general dollar-based economy, it would take only a minor shift in investment preferences to bring market activity and capitalization to levels that are significantly higher than those at present. 

In 2007, total general and admin expenses of $249,072 were 14% lower than in 2006 ($290,251), due mainly to higher than usual spending in 2006 as a result of increased activities and promotional expenditures relating to the proposed optioning of the Hill End property, NSW, Australia - an option that was allowed to lapse at the end of October 2006 because the market had not responded as hoped.  Total 2007 general and admin expenses would show higher, except that $6,822 of filing fees was diverted directly to the Share Capital account – an accounting treatment not endorsed by management.

As shown on the consolidated statements of loss and deficit, the Company incurred general and administrative expenses of $179,530 in the first quarter of 2008, which is more than double the average quarter in the previous two years.  It should be noted that $77,053 of this amount was a non-cash calculated charge for stock-based compensation, resulting from the award of a total of 800,000 incentive stock options to a director and two consultants to the Company.  All options were granted at prices equal to or greater than the trading price at the time of the grant.    

The remaining $102,478 of general and administrative costs was approximately $35,000 higher than the average over the last two years.  This overage consisted entirely of consulting fees of $36,000 (2006: nil) as a result of recruitment of an additional director and two highly qualified technical advisors as the Company is preparing for an active exploration campaign in Alaska.  Other expenses were all within normal range: management fees $31,125 (2007: $31,125); professional fees $7,885 (2006: $4,555); occupancy $5,000 (2006: $4,877); promotion $9,173 (2006: $8,671); filing and listing fees $5,600 (2006: $3,750). 

A summary of financial results by quarter in the previous two years follows:

In 2007, the Company had moderate promotional activity by participating in two investment conferences in Vancouver and one in Toronto.  Promotional activity is planned at higher levels in 2008. 

As a result of a $360,000 private placement in June 2007, $62,500 from the sale of 312,500 shares of Kent Exploration, and $900,000 from a November 2007 private placement, the Company’s cash and receivables position at the end of 2007 totalled $798,766.   

As a result of the two financings and a property acquisition, fully diluted shares increased to 35,603,083 as 1,000,000 warrants convertible into common shares @ $0.24 were issued in July 2007 as part of the private placement, 1,100,000 common shares are set aside for acquisition of the Geikie River property if the Company chooses to exercise its option, and 6,000,000 warrants convertible into common shares @ $0.24 were issued related to the November private placement.   

Per CICA Section 1535, the Company is not subject to any legislated capital requirements.  In 2008, no financings have been undertaken.  The Company’s cash and receivables position at the end of March 2008 totalled $695,924. 

No changes in the fully diluted position took place during the first quarter of 2008.  During all except a few days in the last four months of trading, the Company’s share price has closed higher than the exercise price of warrants that would bring the Company $1,680,000 if exercised. 

A summary of selected financial information for the last three fiscal years, and the first quarter of 2008, follows: 

¹ includes a one-time charge of $77,053 for stock-based compensation based on the Black-Scholes model

The Company has never paid any dividends.

All phone inquiries continue to be handled in-house.  The Company's two web sites, Senatorinc.com and SenatorMinerals.com (special design for mobiles), are operational and kept up to date.  All news releases and technical and valuation reports that have been prepared on properties are posted on the web sites for investors’ reference.  Additional information is available in the public documents filed by the Company that are available for viewing on www.Sedar.com.

Corporate Governance:

The following description of the Company's corporate governance should be considered within a frame of factual reference.  The Company wrote less than 120 cheques in 2006 and less than 110 cheques in 2007.  All expenditures have been pursuant to specific contractual arrangements that were previously authorized by the Board and/or the TSX-V, or for activities authorized by the Board in principle but not in detail.

The Board of Directors is authorized for up to six people and presently consists of five: three independent – Gary Cope (appointed in January 2008), Jeffrey Scouten and Richard Redfern; and two non-independent - Donald Simon, CEO, and Roger Kidlark, CFO.  Management makes a regular practice of consulting with, and where appropriate seeking approval in advance from, the Board on all matters of substance related to the Company's activities. The Company remains alert to the identification of suitable candidates for Board membership.

Directors of the Company have other directorships in reporting issuers as follows: Roger Kidlark and Jeffrey Scouten: directors of SNR only; Gary Cope, director and CEO of Orko Silver (“OK”) and Orex (“REX”), Richard Redfern: director and CEO of Mexivada Mining ("MNV"); Donald Simon: director and CEO of SNR and director of Kent Exploration ("KEX").

Since 2004, the Company has had an Audit Committee Charter, which is available for viewing on the Company’s web site.  The Company’s Audit Committee consists of three financially literate directors (Richard R. Redfern, Jeffrey P. Scouten, and Donald A. Simon).  R. Redfern and J. Scouten are independent, while D. Simon is not, being an officer of the Company. 

The Audit Committee, along with the Company’s independent auditor, conducted a detailed review of the Company’s disclosure controls and procedures in conjunction with the preparation of the 31 December 2006 audited financial statements, and concluded that those controls and procedures were effective.  In the course of continuous and year-end review by the Audit Committee, there have been no changes in the Company’s internal control over financial reporting to the end of 2007.  Due to the lack of segregation of duties that result from small office operations, these controls and procedures are designed to ensure that all commitments and spending have been approved in advance either specifically or in principle by the Board, and that all information required to be filed or disclosed pursuant to applicable securities laws is generated and organized in a timely manner. 

A Compensation Committee, consisting of the three independent directors, was formed in 2006 to consider and authorize remuneration for the CEO.  The Committee completed a comparison to other publicly traded companies, a comparison to other professional remuneration, an appraisal of revenues generated for Senator by the CEO, and a review of actual responsibilities before authorizing the current remuneration package.

Continuing Education:  Members of the Board receive regular memos from management alerting them to facts, news, and events related to the responsibilities of directorship.  Members have enrolled in continuing education classes sponsored by various groups including the TSX-V, the BCSC, and others.  Members of the Board also take classes in their own professional disciplines from time to time.

Ethics: The board consists of three registered professionals and one former registered professional.  Therefore, the corporate culture is 100% oriented to professionalism and ethical conduct. 

Self-assessment:  There is no formal or informal procedure for assessment of the performance of the Board, its Committee, or the CEO.  It has been observed and agreed that the Company and its Board are both too small to make that process meaningful.

Budgets and Financing:

The Company’s short-term property, work, and administration commitments have been covered through property option revenues, operator fees, private placements, and the exercise of warrants and options, with backup in the form of a credit line for short-term financial needs. 

The Company has an approved incentive stock option plan in place.  While no options were issued during 2007, there are now 800,000 options outstanding at the date of this report: 400,000 to Gary Cope, 200,000 to Adam Travis, and 200,000 to Don Stevens.

With the addition of the Geikie River uranium target in the Athabasca Basin, the total of budgeted general and administrative expenses, plus maintenance and net exploration costs on the Company’s present portfolio of properties is now estimated at approximately $715,000 for 2007.  In light of this projection and although the Company has adequate funding after its November 2007 financing, the Company’s management is committed to concentrating its efforts on generating the revenues that are possible, but not assured, from future property option agreements and exploration operatorship.  Revenues were $167,676 in 2006, and $78,470 in 2007.   There were no revenues in the first quarter of 2008. 

At the end of 2007, the Company held shares of public companies originally valued at $183,500 on its books, but revalued by management to $127,083 at the end of 2007 and $115,063 at 31 March 2008 based on current appraised values. 

The Company’s NSR interests have not generated, and are not expected to generate, any income in 2008. 

Conclusion:
The Company’s general business model seeks to share exploration risk and, where possible, minimize dilution while creating significant potential value to shareholders through operatorship and carried participation in exploration programs.   

The Company continues to have a diverse portfolio of properties, giving high priority to gold exploration by maintaining interests in seven properties in the Northern Nevada Rifts area.  Exploration in 2007 generated some gold-silver results, and identification and consequent placer staking of a bentonite deposit that is now being targeted as a possible revenue generator.  The bentonite deposit is controlled 50% by Senator and 50% by Kent Exploration.  The acquisition of the Geikie River property in the Saskatchewan’s eastern Athabasca Basin, and the subsequent geophysical work, has generated a uranium target that the Company would like an optionee to finance drilling on.   

Senator is giving its highest priority to its 100%-owned Taurus copper-molybdenum-gold property in Alaska.  It considers this deposit to be a situation where project and company value should respond positively to exploration work that will enhance known tonnage and grades.   

The Company will continue to employ responsible fiscal management and give priority to efficient allocation of its resources while taking advantage of acquisition and joint venture opportunities that are identified. 

Approved by the Directors:                                  "Roger Kidlark"              "Donald A Simon"

CFO, Director                CEO, President, and Director

26 May 2008