6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 or 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May

Commission File Number: 0-50488

WESTERN WIND ENERGY CORP.

(Exact name of registrant as specified in its charter)

632 Foster Avenue, Coquitlam, British Columbia, Canada V3J 2L7

(604) 839-4192

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  X            Form 40-F _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ____          No   X 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ___.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WESTERN WIND ENERGY CORP.
	(Registrant)
Date:  June 1, 2009	By:	"Jeffrey J. Ciachurski"
		Jeffrey J. Ciachurski, CEO and Director

Exhibits

99.1	News Release dated May 6, 2009
99.2	News Release dated May 6, 2009
99.3	Notice of the Meeting and Record Date dated May 11, 2009
99.4	Interim Financial Statements for the Period Ended March 31, 2009
99.5	Management Discussion and Analysis for the Period Ended March 31, 2009
99.6	Form 52-109F2 CEO Certification
99.7	Form 52-109F2 CFO Certification
99.8	News Release dated May 13, 2009
99.9	Material Change Report dated May 13, 2009
99.10	Material Change Report dated May 19, 2009

EX-99.1

Exhibit 99.1

WESTERN WIND ENERGY CORP.

1326 – 885 WEST GEORGIA STREET	TELEPHONE:	604.685.WIND (9463)
VANCOUVER, BC V6C 3E8	FACSIMILE:	604.685.9441
	www.westernwindenergy.com

N E W S   R E L E A S E

May 6, 2009

Toronto Stock Exchange (Venture) Symbol: “WND”
Issued and Outstanding: 36,703,251

WESTERN WIND ENERGY CORP. CLOSES A
PRIVATE PLACEMENT OF $4,560,205

Vancouver, BC, May 6, 2009 – Western Wind Energy Corp. (“Western Wind” or the “Company”) is pleased to announce that it has closed a brokered private placement offering (the “Offering”) of 7,015,700 units (“Units”) at a price of $0.65 per Unit for gross proceeds of $4,560,205. Each Unit is comprised of one (1) common share and one (1) half of one share purchase warrant. Each whole warrant entitles the holder to purchase one (1) additional common share for a period of two years at a price of $1.00 per share. The hold periods for the Units and the underlying securities expires on September 5, 2009.

A Canadian agent acted as agent in the Offering and, in consideration for their services, Western Wind paid the agent a commission equal to 7% of the gross proceeds of the Offering. In addition, Western issued to the agent 491,099 broker’s warrants entitling the agent to acquire, subject to certain anti-dilution provisions set out in the Agency Agreement, one Unit (an “Agent’s Unit”), for a period of 24 months from the closing date of the Offering. Each Agent’s Unit is comprised of one common share and one-half of one share purchase warrant. One whole warrant entitles the agent to acquire one additional common share (an “Agent’s Warrant Share”) at a price of $1.00 per Agent’s Warrant Share for a period of 24 months from the closing date of the Offering.

2

Western Wind intends to use the proceeds from the Offering, in part, to secure a letter of credit on behalf of Southern California Edison in connection with its power purchase agreement and to fund development activities on the 120MW Windstar Project, the re-powering of our Mesa Wind Farm and to continue development of our solar initiative in the Province of Ontario.

The offered securities will not be registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

About Western Wind Energy Corp.

Western Wind Energy Corp. is a wind energy electrical production company that currently has over 500 wind turbines with 34.5 MW of rated capacity and a further 120 MW of expansion power purchase agreements in the State of California. Western Wind Energy is in the business of acquiring land sites and technology for the production of electricity from wind energy. Management of Western Wind Energy includes individuals involved in the operations and ownership of utility scale wind energy facilities in California since 1981.

ON BEHALF OF THE BOARD OF DIRECTORS

Jeffrey J. Ciachurski
Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain statements in this press release constitute “forward-looking statements” under applicable securities laws, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. Words such as “expects”, “anticipates”, “intends”, “projects”, “plans”, “will”, “believes”, “seeks”, “estimates”, “should”, “may”, “could”, and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements in this news release include, but are not limited to, the Company’s intended use of proceeds from the Offering. These statements are based on management’s current expectations and beliefs and actual events or results may differ materia lly. There are many factors that could cause such actual events or results expressed or implied by such forward-looking statements to differ materially from any future results expressed or implied by such statements. Such factors include, but are not limited to, the Company’s ability to secure a letter of credit on behalf of Southern California Edison, that the funds raised are sufficient to advance its projects as anticipated, and the other factors discussed in the Company’s annual report and annual information contained in the Company’s 20F Annual Report filed with the United States Securities and Exchange Commission and securities regulators in Canada. Forward-looking statements are based on current expectations and the Company assumes no obligation to update such information to reflect later events or developments, except as required by law.

EX-99.2

Exhibit 99.2

NOT FOR DISSEMINATION IN THE UNITED STATES
OR TO UNITED STATES NEWS WIRE SERVICES

WESTERN WIND ENERGY CORP.

1326 – 885 WEST GEORGIA STREET	TELEPHONE:	604.685.WIND (9463)
VANCOUVER, BC V6C 3E8	FACSIMILE:	604.685.9441
	www.westernwindenergy.com

N E W S   R E L E A S E

May 6, 2009

Toronto Stock Exchange (Venture) Symbol: “WND”
Issued and Outstanding: 36,703,251

WESTERN WIND ENERGY CORP. CLOSES A PRIVATE PLACEMENT OF $4,560,205

Vancouver, BC, May 6, 2009 – Western Wind Energy Corp. (“Western Wind” or the “Company”) is pleased to announce that it has closed a brokered private placement offering (the “Offering”) of 7,015,700 units (“Units”) at a price of $0.65 per Unit for gross proceeds of $4,560,205. Each Unit is comprised of one (1) common share and one (1) half of one share purchase warrant. Each whole warrant entitles the holder to purchase one (1) additional common share for a period of two years at a price of $1.00 per share. The hold periods for the Units and the underlying securities expires on September 5, 2009.

Loewen Ondaatje McCutcheon Limited (“LOM”) acted as agent in the Offering and, in consideration for their services, Western Wind paid the Agent a commission equal to 7% of the gross proceeds of the Offering. In addition, Western issued to LOM 491,099 broker’s warrants entitling LOM to acquire, subject to certain anti-dilution provisions set out in the Agency Agreement, one Unit (an “Agent’s Unit”), for a period of 24 months from the closing date of the Offering. Each Agent’s Unit is comprised of one common share and one-half of one share purchase warrant. One whole warrant entitles LOM to acquire one additional common share (an “Agent’s Warrant Share”) at a price of $1.00 per Agent’s Warrant Share for a period of 24 months from the closing date of the Offering.

2

Western Wind intends to use the proceeds from the Offering, in part, to secure a letter of credit on behalf of Southern California Edison in connection with its power purchase agreement and to fund development activities on the 120MW Windstar Project, the re-powering of our Mesa Wind Farm and to continue development of our solar initiative in the Province of Ontario.

The offered securities will not be registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

About Western Wind Energy Corp.

Western Wind Energy Corp. is a wind energy electrical production company that currently has over 500 wind turbines with 34.5 MW of rated capacity and a further 120 MW of expansion power purchase agreements in the State of California. Western Wind Energy is in the business of acquiring land sites and technology for the production of electricity from wind energy. Management of Western Wind Energy includes individuals involved in the operations and ownership of utility scale wind energy facilities in California since 1981.

ON BEHALF OF THE BOARD OF DIRECTORS

Jeffrey J. Ciachurski
Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain statements in this press release constitute “forward-looking statements” under applicable securities laws, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. Words such as “expects”, “anticipates”, “intends”, “projects”, “plans”, “will”, “believes”, “seeks”, “estimates”, “should”, “may”, “could”, and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements in this news release include, but are not limited to, the Company’s intended use of proceeds from the Offering. These statements are based on management’s current expectations and beliefs and actual events or results may differ materia lly. There are many factors that could cause such actual events or results expressed or implied by such forward-looking statements to differ materially from any future results expressed or implied by such statements. Such factors include, but are not limited to, the Company’s ability to secure a letter of credit on behalf of Southern California Edison, that the funds raised are sufficient to advance its projects as anticipated, and the other factors discussed in the Company’s annual report and annual information contained in the Company’s 20F Annual Report filed with the United States Securities and Exchange Commission and securities regulators in Canada. Forward-looking statements are based on current expectations and the Company assumes no obligation to update such information to reflect later events or developments, except as required by law.

EX-99.3

Exhibit 99.3

Date: 11/05/2009	510 Burrard St, 3rd Floor
	Vancouver BC, V6C 3B9
	www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: WESTERN WIND ENERGY CORP

Dear Sirs:

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

Meeting Type :	Annual General Meeting
Record Date for Notice of Meeting :	20/05/2009
Record Date for Voting (if applicable) :	20/05/2009
Meeting Date :	22/06/2009
Meeting Location (if available) :	Vancouver, BC

Voting Security Details:
Description	CUSIP Number	ISIN
COMMON SHARES	95988Q108	CA95988Q1081

Sincerely,

Computershare Trust Company of Canada /
Computershare Investor Services Inc.

Agent for WESTERN WIND ENERGY CORP

EX-99.4

Exhibit 99.4

Consolidated financial statements of

Western Wind Energy Corp.

March 31, 2009
(Unaudited)

Western Wind Energy Corp.
March 31, 2009

Table of contents

Consolidated balance sheets	1
Consolidated statements of operations	2
Consolidated statements of cash flows	3
Consolidated statements of shareholders’ equity and accumulated other comprehensive loss	4
Notes to the consolidated financial statements	5-17

Western Wind Energy Corp.
Consolidated balance sheets
(Expressed in Canadian dollars)
(Unaudited)

	March 31,		December 31,
	2009		2008
	$		$
Assets
Current assets
Cash	503,363		1,817,371
Accounts receivable	653,521		546,878
Refundable tax credits	332,389		311,211
Income taxes refundable	-		223,314
Prepaid expenses	443,623		346,180
	1,932,896		3,244,954
Restricted cash	104,312		210,214
Long-term deposits	31,000		-
Construction in progress (Note 3)	1,433,520		1,103,393
Property and equipment (Note 4)	20,546,629		20,863,849
Goodwill and other intangible assets (Note 5)	4,963,266		4,840,729
	29,011,623		30,263,139
Liabilities
Current liabilities
Accounts payable and accrued liabilities
Continuing	620,370		733,190
Discontinued	327,849		484,200
Accrued interest liabilities	6,832		57,340
Loans payable, current portion (Note 6)	534,762		582,060
	1,489,813		1,856,790
Loans payable (Note 6)	388,354		349,879
Asset retirement obligation	1,279,826		1,222,898
Future income tax liability	4,307,844		4,391,079
	7,465,837		7,820,646
Shareholders' equity
Share capital (Note 8)
Common shares
Authorized
Unlimited shares without par value
Issued and outstanding
36,703,251 (December 31, 2008 - 36,703,251)	40,604,309		40,604,309
Contributed surplus	5,301,927		4,837,341
Warrants (Note 9)	5,238,978		5,297,817
	51,145,214		50,739,467
Accumulated other comprehensive income	1,094,369		712,268
Accumulated deficit	(30,693,797	)	(29,009,242	)
	(29,599,428	)	(28,296,974	)
	21,545,786		22,442,493
	29,011,623		30,263,139

Commitments (Note 11) Contingencies (Note 12) Approved by the Directors
(Signed) Jeff Ciachurski	(Signed) John Wardlow
Jeff Ciachurski, Director	John Wardlow, Director

See accompanying notes to the interim consolidated financial statements. Page 1

Western Wind Energy Corp.
Consolidated statement of operations
three months ended March 31,
(Expressed in Canadian dollars)
(Unaudited)

	2009		2008
	$		$
Revenue
Energy sales	673,464		877,464
Expenses
General and administration (i)	754,165		962,374
Amortization	714,338		569,395
Project development (i)	550,330		326,924
Cost of sales (i)	471,960		405,866
Foreign exchange loss	44,166		560,652
Asset retirement obligation accretion	20,107		16,225
Interest and accretion on long-term debt	17,523		354,821
	2,572,589		3,196,257
Loss before the following	(1,899,125	)	(2,318,793	)
Interest income	2,718		10,672
Loss before income taxes	(1,896,407	)	(2,308,121	)
Income tax recovery (Note 7)	211,852		166,601
Net loss	(1,684,555	)	(2,141,520	)
Loss per share as reported - basic and diluted
Net loss	(0.05	)	(0.07	)
Weighted average number of common shares outstanding - basic and diluted	36,703,251		29,207,335

⁽ⁱ⁾      Included in cost of sales, general and administration and project development costs are amounts related to stock-based compensation totaling $405,747 (March 31, 2008 - $342,090) (Note 8 (b)).

See accompanying notes to the interim consolidated financial statements. Page 2

Western Wind Energy Corp.
Consolidated statement of cash flows
three months ended March 31,
(Expressed in Canadian dollars)
(Unaudited)

	2009		2008
	$		$
Operating activities
Net loss	(1,684,555	)	(2,141,520	)
Items not involving cash
Amortization	714,338		569,395
Asset retirement obligation accretion	20,107		16,225
Accretion on long-term debt	-		13,720
Stock-based compensation expense	405,747		342,090
Future income taxes recoverable	(211,852	)	(167,405	)
Unrealized foreign exchange loss	43,503		560,546
	(712,712	)	(806,949	)
Change in non-cash working capital
Accounts receivable	(91,615	)	(326,600	)
Refundable tax credit	(21,640	)	34,892
Income taxes recoverable	227,115		-
Prepaid expenses and deposits	(87,366	)	(66,432	)
Accounts payable and accrued liabilities	(290,041	)	135,782
Accrued interest liabilities	(50,507	)	296,062
	(1,026,766	)	(733,245	)
Investing activities
Construction in progress	(356,832	)	(388,932	)
Restricted cash	109,106		(18,237	)
	(247,726	)	(407,169	)
Financing activities
Shares and warrants issued for cash	-		622,780
Loans payable and conversion rights	(39,516	)	227,976
	(39,516	)	850,756
Net cash outflow	(1,314,008	)	(289,658	)
Cash position, beginning of period	1,817,371		449,493
Cash position, end of period	503,363		159,835
Supplemental cash flow information
Interest paid in cash	54,943		28,575
Interest income	3,057		10,672
Income tax received	227,115		-

Non-cash financing activities - See statement of shareholders' equity - expiry of warrants.

See accompanying notes to the interim consolidated financial statements. Page 3

Western Wind Energy Corp.
Consolidated statements of shareholders' equity and accumulated other comprehensive loss
as at March 31, 2009
(Expressed in Canadian dollars)

															Accumulated
															other		Total
		Common shares	Contributed				Warrants		Special Warrants						comprehensive		shareholders'
	Number	Amount	surplus		Number		Amount		Number		Amount		Deficit		income (loss)		equity
		$	$				$				$		$		$		$
Balance at December 31, 2007	28,827,039	26,255,942	4,128,400		8,103,611		1,030,482		-		-		(26,739,967	)	(1,905,932	)	2,768,925
Net loss for the period	-	-	-		-		-		-		-		(2,269,275	)	-		(2,269,275	)
Currency translation adjustment of self-sustaining subsidiary	-	-	-		-		-		-		-		-		2,618,200		2,618,200
Comprehensive income																	348,925
Cash transactions
Private placement of 6,315,800 special warrants at $2.85 per unit, net of issuance costs of $1,571,077 and broker warrants	-	-	-		-		-		6,315,800		15,560,086		-		-		15,560,086
Conversion of 6,315,800 special warrants to common shares and warrants net of additional issuance costs of $199,117	6,315,800	11,641,236	-		3,157,900		3,719,733		(6,315,800	)	(15,560,086	)	-		-		(199,117	)
Special broker warrants issued	-	-	-		-		-		442,107		868,867		-		-		868,867
Conversion of special broker warrants to broker warrants (a)	-	-	-		442,107		868,867		(442,107	)	(868,867	)	-		-		-
Exercise of options at $1.05 per share	100,000	188,255	(83,255	)	-		-		-		-		-		-		105,000
Exercise of options at $1.10 per share	250,000	459,802	(184,802	)	-		-		-		-		-		-		275,000
Exercise of options at $1.23 per share	100,000	207,013	(84,013	)	-		-		-		-		-		-		123,000
Exercise of options at $1.33 per share	100,000	243,367	(110,367	)	-		-		-		-						133,000
Exercise of warrants at $1.05 per share	531,257	721,682	-		(531,257	)	(163,862	)	-		-		-		-		557,820
Exercise of warrants at $1.75 per share	162,950	371,708	-		(162,950	)	(86,545	)	-		-		-		-		285,163
Exercise of warrants at $1.20 per share	10,000	15,804	-		(10,000	)	(3,804	)	-		-		-		-		12,000
Exercise of warrants at $1.30 per share	10,000	17,911	-		(10,000	)	(4,911	)	-		-		-		-		13,000
	7,580,007	13,866,778	(462,437	)	2,885,800		4,329,478		-		-		(29,009,242	)	-		17,733,819
Non-cash transactions
Debt settlement at a value of $1.20 per share	166,667	200,000	(200,000	)	-		-		-		-		-		-		-
Debt settlement at a value of $1.61 per share	46,512	75,000	(75,000	)	-		-		-		-		-		-		-
Debt settlement at a value of $1.41 per share	7,100	10,000	-		-		-		-		-		-		-		10,000
Exercise of options at $1.33 per share	50,926	123,937	(56,206	)	-		-		-		-		-		-		67,731
Exercise of options at $1.52 per share	25,000	72,652	(34,652	)	-		-		-		-		-		-		38,000
Expiry of Warrants	-	-	62,143		(5,901,882	)	(62,143	)	-		-		-		-		-
Stock-based compensation	-	-	1,475,093		-		-		-		-		-		-		1,475,093
Balance at December 31, 2008	36,703,251	40,604,309	4,837,341		5,087,529		5,297,817		-		-		(29,009,242	)	712,268		22,442,493
Net loss for the period	-	-	-		-		-		-		-		(1,684,555	)	-		(1,684,555	)
Currency translation adjustment of self-sustaining subsidiary	-	-	-		-		-		-		-		-		382,101		382,101
Comprehensive income																	(1,302,454	)
Non-cash transactions
Expiry of Warrants	-	-	58,839		(191,570	)	(58,839	)	-		-		-		-		-
Stock-based compensation	-	-	405,747		-		-		-		-		-		-		405,747
Balance at March 31, 2009	36,703,251	40,604,309	5,301,927		4,895,959		5,238,978		-		-		(30,693,797	)	1,094,369		21,545,786

^(a)      Each broker's warrant may be exercised by the holder to acquire one agent's unit at a price of $2.85 per agent's unit until June 20, 2010. An agent's unit comprises one common share and one-half of one warrant (Note 12).

See accompanying notes to the interim consolidated financial statements. Page 4

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

1.	Nature of business and continued operations
	The accompanying unaudited interim consolidated financial statements of Western Wind Energy Corp. (the “Company”) have been prepared by the Company in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and includes the assets, liabilities and operations of the Company and its wholly-owned subsidiaries. These interim consolidated financial statements do not contain all the information required by generally accepted accounting principles for annual financial statements and therefore should be read in conjunction with the annual consolidated financial statements of the Company as at and for the year ended December 31, 2008. These interim consolidated financial statements follow the same accounting policies and methods of their application as the most recent annual financial statements, except as noted in Note 2.
	In the opinion of management, the adjustments considered necessary for fair presentation, all of which are of a normal and recurring nature have been included in these unaudited interim consolidated financial statements. All intercompany accounts and transactions have been eliminated. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009 or for other future operating periods. All information is stated in Canadian dollars unless otherwise stated.
	These consolidated financial statements have been prepared 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 cash on hand plus the cash raised in the May 2009 private placement is sufficient to maintain the Company on a going concern basis for the foreseeable future based on the Company’s ability to reduce discretionary development costs if projected development revenues do not materialize.
	If the going concern basis was not appropriate for these consolidated financial statements, then significant adjustments would be necessary to the carrying value of assets and liabilities, the reported statement of operations and the balance sheet classification.
2.	Changes in accounting policies
	(a)	Current
		In 2009, the Company adopted a new presentation and disclosure standard that was issued by the Canadian Institute of Chartered Accountants (“CICA”). Section 3064, Goodwill and Intangible Assets, clarifies 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 with assets. The disclosures required by this section are included in Note 5. There has been no significant effect on the financial statements related to the adoption of Section 3064.

Page 5

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

2.	Changes in accounting policies (continued)
	(b)	Future
		New accounting pronouncements
		(i)	Business combinations
			CICA Handbook Section 1582, Business Combinations, which replaces Section 1581, Business Combinations, improves the relevance, reliability and comparability of the information that a reporting entity provides in its financial statements about a business combination and its effects. This section outlines a variety of changes, including, but not limited to, the following: an expanded definition of a business, a requirement to measure all business combinations and non-controlling interests at fair value, and a requirement to recognize future income tax assets and liabilities and acquisition and related costs as expenses of the period. The section applies to annual and interim financial statements for fiscal years beginning on or after January 1, 2011, with early adoption permitted. The Company has not yet assessed the impact adopting this section will have on its consolidated financial statements.
		(ii)	Consolidated financial statements and non-controlling interests
			CICA Handbook Section 1601, Consolidated Financial Statements, in combination with Section 1602, Non-Controlling Interests, will replace Section 1600, Consolidated Financial Statements. Section 1601 esta blishes standards for the preparation of consolidated financial statements and specifically addresses consolidation accounting following a business combination that involves the purchase of an equity interest in one company by another. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. The sections apply to annual and interim financial statements for fiscal years beginning on or after January 1, 2011, with early adoption permitted. The Company has not yet assessed the impact adopting this section will have on its consolidated financial statements.

Page 6

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

3. Construction in progress

	Windstar	Mesa Wind
	120 MW	50 MW	Total
	$	$	$
Balance, January 1, 2008	959,781	143,612	1,103,393
Additions	316,800	12,606	329,406
Foreign exchange difference	-	721	721
Balance, December 31, 2008	1,276,581	156,939	1,433,520
	Windstar	Mesa Wind
	120 MW	50 MW	Total
	$	$	$
Balance, January 1, 2008	427,597	85,657	513,254
Additions	532,184	32,994	565,178
Foreign exchange difference	-	24,961	24,961
Balance, December 31, 2008	959,781	143,612	1,103,393

4. Property and equipment

				March 31, 2009
		Accumulated		Net book
	Cost	amortization		value
	$	$		$
Land	7,074,304	-		7,074,304
Generating facilities	20,026,524	(7,085,384	)	12,941,140
Meteorological towers	330,127	(176,633	)	153,494
Furniture and equipment	129,075	(45,071	)	84,004
Assets under capital leases
(Note 6 (c))	412,475	(118,788	)	293,687
	27,972,505	(7,425,876	)	20,546,629
		December 31, 2008
		Accumulated		Net book
	Cost	amortization		value
	$	$		$
Land	7,074,304	-		7,074,304
Generating facilities	19,619,758	(6,264,374	)	13,355,384
Meteorological towers	169,317	(144,156	)	25,161
Furniture and equipment	129,075	(37,570	)	91,505
Assets under capital leases
(Note 6 (c))	412,475	(94,980	)	317,495
	27,404,929	(6,541,080	)	20,863,849

The unrealized foreign exchange translation increase in capital costs for the three months ended March 31, 2009 was $375,693.

Page 7

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

5. Goodwill and other intangible assets

				March 31,	December 31,
				2009	2008
		Accumulated		Net book	Net book
	Cost	amortization		value	value
	$	$		$	$
Goodwill	4,657,914	-		4,657,914	4,522,677
Power purchase contracts	72,441	(41,287	)	31,154	34,453
Land right-of-way	464,945	(190,747	)	274,198	283,599
	5,195,300	(232,034	)	4,963,266	4,840,729

The foreign exchange translation increase in goodwill and other intangible assets for the three months ended March 31, 2009 was $143,852. Total amortization for the three months ended March 31, 2009 was $21,315.

6. Loans payable

	March 31,	December 31,
	2009	2008
	$	$
Windridge acquisition loan (a)	359,271	348,840
Windstar mortgages (b)	304,653	311,132
Crane financing contract (c)	240,558	246,442
Other	18,634	25,525
	923,116	931,939
Less: Current portion	534,762	582,060
	388,354	349,879

(a)	Windridge acquisition loan
	The Windridge acquisition loan of US$285,000 is secured by a first charge on the Windridge land with interest payable annually at the rate of 8%. Principal was initially due on May 10, 2008 and was extended to June 15, 2009. The loan is convertible into common shares, at the option of the holder, at a price of US$1.40 per share. The note is redeemable by the Company upon 30 days’ notice.
(b)	Windstar mortgages
	The Company’s Windstar mortgage balances of US$241,673 at March 31, 2009 (US$254,193 as at December 31, 2008) are repayable in blended monthly payments with interest at rates from 6.5% to 8% and with due dates from October 2009 to July 2014. The mortgages are secured by first charges on the land.
(c)	Crane financing contract
	The Wells Fargo Equipment Finance contract balance of US$190,828 at March 31, 2009 is secured by the equipment leased and is repayable in 60 blended monthly payments of US$4,638 commencing on March 20, 2008 with interest at a rate of 6.82% per annum.

Page 8

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited) 

6.	Loans payable (continued)
	Principal payments due in the next five calendar years and thereafter are as follows:

	$
2009	534,762
2010	96,089
2011	99,731
2012	106,606
2013	76,893
Thereafter	9,035
	923,116

7. Income taxes recovery

	Three months ended March 31,
	2009		2008
	$		$
Income taxes
Current	-		804
Future	(211,852	)	(167,405	)
	(211,852	)	(166,601	)

The Company’s effective rate for income taxes is considerably lower than actual statutory rates because the benefits from losses carried forward for tax purposes have not been recognized.

8.	Share capital
	(a)	750,000 shares were originally held in escrow, the release of which is subject to the direction of the regulatory authorities having jurisdiction. The escrow period for these shares is complete and the officers and directors entitled to the shares no longer have any continuing service requirements in order to obtain those shares. On June 12, 2008, 37,501 shares were released and a further 37,501 shares were released on December 9, 2008, leaving a balance of 674,998 shares held in escrow. The escrow shares are released over a six year basis and will be fully released by December 2013. 5% of the total original escrow shares will be released every six months for the first two years from December 2007. The remainder will be released equally over the following four years every six months. The release of the escrow shares is subject to the approval of the TSX Venture Exchange.
	(b)	The Company has a stock option plan (the “Plan”) and has allotted and reserved up to an aggregate of 6,008,744 common shares representing 20% of the issued and outstanding shares as at the June 11, 2008 annual general meeting.
		Each option entitles the holder to acquire one common share at its exercise price. Options vest between 12 and 24 months from the date of grant and expire five years from the date of grant.
		During the three months ended March 31, 2009, an employee was terminated and the exercise rights for 100,000 stock options at $1.34 per share were forfeited.

Page 9

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

8.	Share capital
	(b)	(continued)
		During the year ended December 31, 2008, the Company granted 2,200,000 options to directors, officers, employees and consultants to acquire shares at $1.34 per share and 337,400 to a third party to acquire shares at $2.29 per share. A consultant was terminated and the exercise rights for the balance of the stock options (75,000 options at $1.54 per sh are) were forfeited. The third party’s 337,400 stock options issued at $2.29 were cancelled as a result of the termination of the investor relation contract with the Company. 400,000 options at $1.74, 200,000 options at $2.40 and 50,000 options at $2.55 expired during the year.
		The Company recorded $405,747 of stock-based compensation expense during the three months ended March 31, 2009 ($342,090 for the three months ended March 31, 2008) .
		A summary of stock option information as at March 31, 2009 is as follows:

			Weighted
			average
			exercise
	Shares		price
			$
Options outstanding at December 31, 2007	4,275,000		1.45
Granted	2,537,400		1.47
Exercised	(625,926	)	1.19
Forfeited	(75,000	)	1.54
Cancelled	(337,400	)	2.29
Expired	(650,000	)	2.01
Options outstanding at December 31, 2008	5,124,074		1.37
Forfeited	(100,000	)	1.34
Options outstanding at March 31, 2009	5,024,074		1.37

		Stock options outstanding		Options exercisable
			Weighted
		Weighted	average		Weighted
	Number of	average	remaining	Number of	average
Range of	stock options	exercise	contractual	options	exercise
exercise prices	outstanding	price	life	outstanding	price
$		$	Years		$
1.00 - 1.60	5,024,074	1.37	2.46	2,961,574	1.37

Page 10

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

9.	Warrants
	Share purchase warrants outstanding as at March 31, 2009:

Number of
share purchase			Exercise
warrants	(ii)	Amount	price	Expiry date
		$	$
80,002		26,559	1.05	August 1, 2009
155,000		58,969	1.20	October 11, 2009
1,060,950		564,850	1.75	October 23, 2009
3,157,900	(i)	3,719,733	3.70	June 20, 2010
442,107	(i)	868,867	2.85	June 20, 2010
4,895,959		5,238,978

(i)	On June 20, 2008, the Company issued 6,315,800 special warrants (the “Special Warrants”) through a private placement (“Offering”) at a price of $2.85 per Special Warrant. Each Special Warrant entitled the holder to acquire, for no additional consideration, 6,315,800 common shares (the “Common Shares”) and 3,157,900 common share purchase warrants (the “Warrants”). In conjunction with the Offering, the Company also issued 442,107 brokers’ warrants (the “Brokers’ Warrants”). Each Brokers’ Warrant may be exercised by the holder to acquire one Agents’ Unit at a price of $2.85 per Agents’ Unit until June 20, 2010. An Agents’ Unit comprises one common share and one-half of one Warrant. Each Warrant entitles the holder to acquire one common share at a price of $3.70 per share until June 20, 2010. On July 31, 2008, each S pecial Warrant and Brokers’ Warrant were converted to one common share and one half of one Warrant following the issue of a short-form prospectus to that effect. Brokers’ Warrants have not been converted as of March 31, 2009.
(ii)	Each share purchase Warrant entitles the holder to acquire one common share of the Company on the payment of the exercise price as indicated.
	Warrants granted during the year ended December 31, 2008 were issued in conjunction with private placements of common shares, and are exercisable at the holder’s option. There are no conditions whereby the Company would have to settle the warrants in cash.

As the Company incurred losses for the three months ended March 31, 2009 and for the three months ended March 31, 2008, the stock options and share purchase warrants, as disclosed in Note 8 and in this note, were not included in the computation of loss per share as their inclusion would have been anti-dilutive.

Page 11

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

10.	Related party transactions
	The following expenses were accrued/paid to directors, officers, a significant shareholder and the spouse of a director of the Company:

	Three months ended March 31,
	2009	2008
	$	$
Consulting and directors' fees	469,636	320,587
Office and secretarial	9,000	21,000
Interest	-	311,685
	478,636	653,272

As at March 31, 2009, the Company had an account receivable of $88,226 (December 31, 2008 - $82,795) with a company having a common director, an account receivable of $27,599 (December 31, 2008 - $Nil) and an account payable of $Nil (December 31, 2008 - $58,747) to an officer and director of the Company.

Related party transactions are measured at the exchange amount, which is the consideration established and agreed to by the related parties.

11. Commitments

					More
		Within 1	2 to 3	4 to 5	than 5
	Total	year	years	years	years
	$	$	$	$	$
Right of way agreements	401,012	87,779	211,212	102,021	-
Office lease	210,128	22,628	174,960	12,540	-
Management contract	262,800	262,800	-	-	-
	873,940	373,207	386,172	114,561	-

12.	Contingencies
	(a)	The Company has two employees, and remunerates all officers, directors, and all other individuals by way of consulting fees. If certain of these individuals were deemed to be employees of the Company, as opposed to consultants, then the Company could be contingently liable for employer related withholdings and costs.

Page 12

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

12.	Contingencies (continued)
	(b)	The Company has entered into conditional purchase agreements for land in Ontario, Canada for potential development of solar energy facilities. Under these agreements, the Company paid refundable deposits of $20,000 in 2008 and $11,000 in early 2009. The deposits become nonrefundable once the local Transmission Line provider inspects the property and provides a site approval report. If any site does not receive a report satisfactory to the Company within approximately 6 months of the Purchase and sale Agreement Date, the purchase agreement would not be consummated. The following additional payments are contingent on the project development process as follows:

• $15,000 is payable for each property successfully rezoned for the Company’s intended use within approximately 8 months of the purchase and sale agreement date or the company waives such requirement;
  
  
• $25,000 is payable for each property if the Company is successful in obtaining all other contracts , agreements and approvals within approximately 24 months of the purchase and sale agreement date or the company waives such requirement; and
  
  
• The difference between the combined purchase price of $3,635,000 and the progress payments, as described above, would be due if the Company completes the purchase of the properties.

Title of the properties would not be transferred to the Company until the full purchase price has been paid.

13.	Economic dependence
	The Company’s operations consist of generating wind energy in the State of California, U.S.A. The Company’s revenues are 100% derived from a single customer and are based on power purchase agreements signed between the parties.
14.	Financial instruments
	(a)	Categories of financial assets and liabilities
		Under Canadian GAAP, all financial instruments must initially be recognized at fair value on the balance sheet. The Company has classified each financial instrument into the following categories: held-for-trading assets and liabilities, loans and receivables, held-to-maturity investments, available-for-sale financial assets, and other financial liabilities. Subsequent measurement of the financial instruments is based on their classification.
		Unrealized gains and losses on held-for-trading financial instruments are recognized in earnings. Gains and losses on available-for-sale financial assets are recognized in other comprehensive income (“OCI”) and are transferred to earnings when the asset is disposed of or impaired. The other categories of financial instruments are recognized at amortized cost using the effective interest rate method. Transaction costs that are directly attributable to the acquisition or issue of a financial asset or financial liability are added to the cost of the instrument at its initial carrying amount.

Page 13

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

14.	Financial instruments (continued)
	(a)	Categories of financial assets and liabilities (continued)
		The Company has made the following classifications:

• Cash and restricted cash are classified as financial assets held-for-trading and are measured on the balance sheet at fair value;
  
  
• Accounts receivable are classified as loans and receivables and are initially measured at fair value and subsequent periodic revaluations are recorded at amortized cost using the effective interest rate method; and
  
  
• Accounts payable and accrued liabilities (including current portion) are classified as other liabilities and are initially measured at fair value and subsequent periodic revaluations are recorded at amortized cost using the effective interest rate method.

	The carrying values of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities and loans payable approximate their fair value at March 31, 2009 and December 31, 2008 due to their short-term nature. The Company is exposed to credit related losses, which are minimized as all sales are made under contracts with a large utility customer. No reclassifications or derecognition of financial instruments occurred in the period.
	The Company’s credit facilities, as described in Note 6, are comprised of senior secured loans and mortgages and, as such, the Company is exposed to interest rate risk. The Company mitigates this risk by either fixing the interest rates upon the inception of the debt or through interest rate swaps. The fair values of the loans approximate their book values, based on the Company’s current credit worthiness and prevailing market interest rates.
(b)	Derivative instruments and hedging activities
	The Company does not utilize derivative instruments currently but may use them in the future to manage market risk against the volatility in commodity prices, foreign exchange rates and interest rate exposures. The Company’s policy is not to utilize derivative instruments for speculative purposes. The Company may choose to designate derivative instruments as hedges.
	As a March 31, 2009, the Company does not have any outstanding contracts or financial instruments with embedded derivatives that require bifurcation.

Page 14

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

14.	Financial instruments (continued)
	(c)	Credit risk, liquidity risk, currency risk, interest rate risk and commodity price risk
		The Company has limited exposure to credit risk, as the majority of its sales contracts are with a large utility customer, and the Company’s cash is held with major North American financial institutions. Historically, the Company has not had collection issues associated with its trade receivables and the aging of trade receivables is reviewed on a regular basis to ensu re the timely collection of amounts owing to the Company. At March 31, 2009 less than 1% of the Company’s trade receivables were not current. The Company manages its credit risk by entering into sales agreements with credit worthy parties and through regular review of accounts receivable. The maximum credit exposure of the Company approximates the carrying value of cash, restricted cash, accounts receivable and tax es refundable. This risk management strategy is unchanged from the prior year.
		The Company manages its liquidity risk associated with its financial liabilities (primarily those described in Note 6 and current liabilities) through the use of cash flow generated from operations, combined with strategic use of long term debt and issuance of additional equity, as required to meet the capital requirements of maturing financial liabilities. Th e contractual maturities of the Company’s long term financial liabilities are disclosed in Note 6, and remaining financial liabilities, consisting of accounts payable and accrued interest, are expected to be realized within one year. As disclosed in Note 16, the Company does not have any financial covenants relating to its financial liabilities as at March 31, 2009. This risk management strategy is unchanged from t he prior year.
		The Company has substantial assets denominated in U.S. dollars related to its California and Arizona properties. Based upon the net assets of the Company’s self sustaining operations as at March 31, 2009, a 1% change in the Canadian dollar-U.S. dollar blended forward exchange rate, would result in a $90,000 impact to accumulated other comprehensive income (“AOCI”). The foreign currency exposure on these assets is partly managed through U.S. dollar denominated financing. Based upon the remaining payments at March 31, 2009, a 1% change in the Canadian dollar-U.S. dollar blended forward exchange rate, over the timing of the payments to be made by the Company, would result in a $10,000 impact to net income. This risk management strategy is unchanged from the prior year.
		The Company generates revenue through variable price power purchase agreements with a California utility. The power rates reflect current oil and gas market prices and therefore the Company is exposed to commodity price risk. A 1% decrease, on an absolute basis, in the oil and gas market prices would result in reduced revenue, on an annual basis, of approximat ely $50,000. The Company manages this commodity price risk by monitoring the oil and gas futures market and by being prepared to convert the current variable price contracts to fixed price long term contracts if and when this is deemed to be necessary. This risk management strategy is unchanged from the prior year.
		Cash and restricted cash are stated at amounts compatible with those prevailing in the market, are highly liquid, and are maintained with prime financial institutions for high liquidity.

Page 15

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

15.	Subsequent events
	(a)	On May 5, 2009, the Company closed a brokered private placement of 7,015,700 units (the “Units”) at a price of $0.65 per Unit for gross proceeds of $4,560,205. Each Unit is comprised of one common share of the Company and one half of one share purchase warrant. Each whole warrant entitles the holder to acquire one common share of the Company at a price of $1.00 per share at any time on or prior to the close of business on May 5, 2011. The Company also granted 491,099 Broker’s Warrants exercisable into Units at any time before May 5, 2011 at a price of $0.65 per Unit. The Units have the same terms as those to be issued to the subscribers. The Agents also received a cash commission equal to 7% of the gross proceeds of the Offering.
	(b)	On May 12, 2009, the Company issued to management, employees and directors, by way of non-brokered private placement, 699,955 at a price of $0.65 per Unit for gross proceeds of $454,971. Each Unit is comprised of one common share of the Company and one half of one share purchase warrant. Each whole warrant entitles the holder to acquire one common share of the Company at a price of $1.00 per share at any time on or prior to the close of business on May 12, 2011.
16.	Capital disclosures
	The Company’s stated objective when managing capital (comprised of the Company’s debt and shareholders’ equity) is to utilize an appropriate amount of leverage to ensure that the Company is able to carry out its strategic plans and objectives. The Company’s success of this is monitored through comparison of debt to equity, which the Company believes is appropriate given the current economic conditions in the renewable energy sector, the Company’s growth phase, and the long-term nature of the Company’s assets. The Company’s current debt/equity ratio is calculated as follows:

	March 31,	December 31,
	2009	2008
	$	$
Total loans payable including current portion	923,116	931,939
Shareholders’ equity	21,545,786	22,442,493
Total debt and equity	22,468,902	23,374,432
Debt to equity ratio, end of period	0.04	0.04

Changes from December 31, 2008 relate primarily to changes within shareholders’ equity relating primarily to current period earnings.

The Company had no financial covenants that would have required compliance as at March 31, 2009.

Capital required for new projects would initially be sought at the project company level through finance partnerships common in the U.S. renewable energy market.

Page 16

Western Wind Energy Corp.
Notes to the consolidated financial statements
March 31, 2009
(Expressed in Canadian dollars)
(Unaudited)

17.	Comparative figures
	The Company presented its statement of operations based on functional accounting and as a result, has reconfigured the statement of operations for the three months ended March 31, 2008.

Page 17

EX-99.5

Exhibit 99.5

Western Wind Energy Corp.

Management Discussion and Analysis

For the Year ended March 31, 2009

May 12, 2009

This Management Discussion and Analysis (“MD&A”) should be read in conjunction with the consolidated financial statements of Western Wind Energy Corp. (“Western Wind” or “us”, or “we” or the “Company”) as at and for the three months ended March 31, 2009 (the “financial statements”).  All amounts are expressed in Canadian dollars unless otherwise stated. References to notes are with reference to the financial statements.

This report, including the MD&A, contains forward-looking statements, including statements regarding the business and anticipated future financial performance of the Company, which involve risks and uncertainties. These risks and uncertainties may cause the Company’s actual results to differ materially from those contemplated by the forward-looking statements. Factors that might cause or contribute to such differences include, among others, market price, continued availability of capital ad financing and general economic, market or business conditions.  Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements.  Investors are also directed to consider other risks and uncertainties discussed in the Company’s required financial statements and filings.

Overall Performance

Corporate Summary

The Company owns two wind energy electrical generation facilities and is developing wind energy projects in California and Arizona. The Windridge generating facility in Tehachapi, California has a 4.5 MW rated capacity and the Mesa Wind Power generating facility near Palm Springs, California has a 30 MW rated capacity. In California and Arizona, the Company has purchased or leased land to build wind farms and is continuing to carry out meteorological, environmental, geotechnical, permitting and zoning work to further the development of these properties into wind farms.

The Company is headquartered in Vancouver, BC and has branch offices in Scottsdale, Arizona and Tehachapi, California. It is listed on the TSX Venture Exchange under the symbol “WND”, and the OTC Bulletin Board trading on the Pink Sheets market under the symbol “WNDEF”.

The Company has assembled a management team that is experienced in various aspects of the wind energy business, including but not limited to site evaluation, energy analysis, site acquisition, transmission, permitting and zoning, turbine selection, construction, environmental, operations and sales and marketing.

The Company operates through two wholly-owned subsidiaries that are responsible for the management of wind farms and the development of new energy projects. Aero Energy LLC (“Aero”) is responsible for land ownership in California as well as the operation of the existing 4.5 MW Windridge wind farm. Western Wind Energy US Corporation (formerly known as “Verde Resources Corporation”) (“Western Wind US”) is responsible for the land ownership in Arizona, the development of all Arizona and California wind projects and the operation of the existing 30 MW Mesa Wind Farm through its wholly-owned subsidiary, Mesa Wind Power Corporation (“Mesa Wind”).

The Company has incorporated Western Solargenics Inc. (“Solargenics”) to actively pursue the development of solar energy and is developing projects in Ontario, Canada and is looking at other projects in California and Puerto Rico.

The Company employs six full time consultants, two full time employees and six part-time consultants to develop new wind farms and solar projects and manage the Company. The Mesa Wind Farm (“Mesa”) and the Windridge Wind Farm (“Windridge”) are managed by an unrelated company, Airstreams Maintenance Corporation (“AMC”), who operates and maintains the wind farms.

Operations

California – Windstar 120 MW

The Company owns 1,605 acres of land in the Tehachapi Pass Wind Park. Parcels in excess of 330 acres are zoned for wind farm development and the smaller properties are being rezoned. Five meteorological towers have been erected to provide data for wind assessment reports to forecast electricity production and to site the wind turbines to optimize electricity production.

The Tehachapi Pass Wind Park is one of the largest wind parks in the world with over 5,000 wind turbines owned and operated by a variety of entities. Tehachapi Pass generates over 705 megawatts of name plated capacity and produces over 1.4 billion kilowatt hours of electricity per year. The Tehachapi mean-average annual wind speeds and frequency distributions are well documented due to the long history of wind energy production in the area.  Capacity factors in Tehachapi are in excess of 40% using modern wind turbines.

On March 8, 2005, the Company negotiated a power purchase agreement with Southern California Edison Company (“SCE”) to supply the output from a 120 MW facility no later than December 31, 2009. On June 30, 2008, the Company had a meeting with SCE to initiate negotiations for an amendment with SCE to change the price term due to changes in cost of turbines and financing resulting from the delays in California Independent System Operator (“CAISO”)/SCE’s processing of out interconnection application. Negotiations with SCE on an amendment are continuing with SCE that among other items, include provisions for a new letter of credit, new project development deadlines and a higher energy price.

The Company has executed interconnection and transmission service agreements for the Sagebrush Line.  We have also submitted all required applications for interconnection and transmission services to NextEra Energy Resources (formerly known as FPL Energy, LLC), the operator of the Wilderness Line.

The Company has submitted all required applications for interconnection services to the CAISO to deliver power to SCE’s Vincent Substation.  Due to delays in the processing of our interconnection request, we now expect to have all other required transmission agreements executed by September 2009.  In February 2009, the CAISO granted our request to extend the commercial operation deadline from December 31, 2010 to December 31, 2012 due to its delays in processing our interconnection request.

The Company expenses the property carrying costs such as property taxes, liability insurance costs and mortgage interest and capitalizes the wind farm development costs which include costs related to zoning and permitting, geotechnical, engineering and interconnection studies and legal fees related to transmission, power purchase and regulatory matters. The Company has capitalized $316,800 in construction-in-progress costs during the three months ended March 31, 2009.

The completion of the project is dependent upon the Company’s ability to complete satisfactory wind, environmental and geotechnical assessments, to purchase and arrange delivery of wind turbines to meet completion deadlines, to renegotiate the electricity price in the power purchase contract with SCE, to obtain development and construction approvals and to raise sufficient debt and/or equity capital to finance the construction of the project. The re-zoning of the land was approved by the Kern County Planning Commission (the “Commission”) on April 9, 2009 and the Kern County Board of Supervisors is expected to meet on June 2, 2009 to ratify the Commission’s re-zoning approval.

California – Windridge

The Company owns the Windridge Wind Farm which consists of 191 acres of land in Tehachapi, 43 Windmatic turbines, a substation, a collection system and an assignment of a Power Purchase Agreement with SCE expiring on December 7, 2014 to deliver the output from 4.5 MW of capacity.  

Western Wind was exploring options to increase the generating capacity up to 12.5 MW and accordingly submitted a plan to the U.S. Federal Aviation Administration (“FAA”) in 2008 for seven new turbine sites to replace the existing turbines. The FAA is responsible for protecting the national airspace and reviews proposed obstructions, such as communications towers, wind turbines, airport flight patterns, etc., to that airspace that exceed the stated maximum height limits to determine whether the proposed obstruction will be a hazard to existing uses of the airspace. InOctober 2008, the FAA issued a notice stating that the seven new proposed turbines exceeded the maximum height limit for that area and would be a hazard to existing uses so the Company’s Windridge expansion plans have been temporarily suspended.

2

The facility is currently operating below its rated capacity but management believes that the Windridge property can be repowered to deliver the full 4.5 MW of name plate capacity with the new turbines that are within the FAA height restrictions.

California – Mesa Wind Farm

The Company owns the Mesa Wind Farm which is located in the San Gorgonio Pass near Palm Springs. The assets include a right-of-way on 440 acres of land owned by the Bureau of Land Management (“BLM”), a power purchase agreement with SCE, 460 wind turbines at capacity, a collection system, a substation, roads and a maintenance building.  

Of the original 460 Vestas V15 turbines, there currently is an operational capacity of approximately 430 and all operations and maintenance are subcontracted out to AMC, an independent company that has extensive experience in operating and maintaining wind farms and overhauling wind turbines.  

The BLM right-of-way expires on January 26, 2013 (the “Grant”), but grants the leaseholder the right to enter into a new 30 year right-of-way if the agreement is not in default.  We have completed a plan of development (“POD”), environmental and archaeological assessments required for the new 30-year right-of-way for a repower and expansion up to 50 MW.  A leading consultant was engaged for a wind assessment study that determined the siting of the wind turbines for the 50 MW Redevelopment Project. As an alternative to a repower and expansion of the entire wind farm, we are also considering repowering the existing 30 MW with fewer larger machines and using a portion of the right-of-way for a separate new 20 MW wind power project. On April 8, 2009, the U.S. Fish and Wildlife Service issued its biological opinion (“Biological Opinion”) imposing mitigation measures upon which the incidental take permit for the desert tortoise relies.  Based on the Biological Opinion, BLM can complete its environmental assessment and we expect that it will be posted for the required 30-day comment period in the near future. After the 30-day comment period, BLM can approve our POD, at which point, we will determine whether to have two separate projects or a single large project. We had expected the BLM to approve our POD by August 2008; however, due to delays in the completion of the Biological Opinion, the BLM approval is expected in 2009.

The Power Purchase and Interconnection Agreement (“PPA”) with SCE provides for the sale of electricity on an “as available” basis at SCE’s short-run avoided cost.  The PPA expires on June 22, 2010; however, we have the ability to extend the existing 30 MW PPA, pending the California Public Utilities Commission’s (“CPUC”) approval of a new standard offer contract.  Upon CPUC approval of SCE’s new standard offer contract, we will be required to enter into the new standard offer contract or to participate in SCE’s annual request for bids for renewable energy (“RFP”), or find other purchasers. As part of our repower/expansion plans, we submitted a bid for a new 20 MW project to SCE in response to its 2007 RFP.  Our initial bid was accepted by SCE and short-listed. To continue negotiations, we provided SCE a US$90,000 letter of credit to secure our performance.  On June 2 6, 2008, SCE rejected our bid and, in January 2009, released the letter of credit.  Once we obtain our new BLM right-of-way grant and determine whether to proceed with two separate projects or a single larger project, we will determine whether to enter into SCE’s standard offer contract or to participate in its annual RFP.

As of March 31, 2009, the Company has capitalized $12,606 in construction-in-progress costs related to these activities.

Arizona – Kingman Project (formerly known as the Steel Park Project)

The Kingman Project is a 15 MW project fully zoned for wind energy on 1,110 acres owned by the Company in Kingman, Arizona. In addition the Company leases an adjacent 19,051 acres of land from BLM and is assessing development of a wind farm with up to 250 MW of generating capacity.  The Company has installed meteorological towers on the property, and other due diligence activities can be completed in order to finalize development plans.  The right-of-way is for three years with an option for an additional 30 years.

3

California - Barstow Project

In December 2007, the Company secured a new 100 MW wind and solar energy site near Barstow.  After reviewing the Company’s environmental and cultural surveys of the area for the installation of meteorological towers, BLM issued an environmental assessment and, effective April 2, 2009, a three-year grant authorizing us to install two towers. We anticipate completing the tower installations by the 2009 third quarter.

If the Company determines that the wind resource is sufficient to justify developing a wind farm project, we would conduct the required environmental surveys to install wind turbines and associated electrical equipment, and apply for a commercial right-of-way grant from the BLM for approximately 3,300 acres.  The Company is first in the queue to obtain a commercial right-of-way. This project is in the earliest stages of development and we have not yet begun negotiations for a PPA or submitted applications for interconnection and transmission.

Ontario, Canada – Mid Development Stage Solar Projects

In 2007, the Company began developing solar energy projects in Ontario, Canada.  Under the Ontario Power Authority’s Standard Offer Program, renewable energy projects that are 10 MW or less can interconnect with the local distribution system, provided there is sufficient capacity.  Such eligible projects are then paid a standard price of $430 per MWh, often known as a “feed-in” tariff.  We have submitted applications for interconnection and transmission service for two proposed 10 MW and three proposed 8.5 MW solar energy projects and have conditionally secured land for 4 projects.

During 2008 and early 2009, the Company entered into four conditional purchase agreements for land in Ontario, Canada for potential development of solar energy facilities. Under these agreements, the Company paid deposits of $31,000 which are now nonrefundable as the local Transmission Line provider has inspected the properties and has provided site approval reports. Additional future payments of $3,604,000 are contingent on reaching certain development milestones. Title of the properties would not be transferred to us until the full purchase price has been paid.  The Company expects the fifth project to have site control and have submitted a zoning application by the end of June 2009.

Three out of the five projects have completed connection impact assessments and the remaining two are in their final draft forms.  To date, four of the five projects have submitted zoning applications that are expected to be granted within four to five months.  PPA’s are expected to be obtained by the end of 2009.

New Projects

As part of the Company’s California initiative, we entered into an agreement with an independent meteorological consultant to acquire proprietary wind data for sites that may be developed into wind farms.  These potential projects are at an early stage of development.  We are carrying out preliminary due diligence to determine the feasibility of these sites for wind and/or solar energy development, and if feasible, acquiring the land by purchase or lease.

Development Strategy

General

The Company acquires and develops sites or existing wind farms based on the following criteria:

·

Satisfactory wind and/or resources to justify a commercial renewable energy facility;

·

Access to transmission facilities with sufficient available capacity;

·

Permitting and zoning policies that allow wind farm development;

·

Satisfactory environmental and archeological studies;

·

Satisfactory terrain and geographic features that do not impede development;

·

Regional support for renewable energy from the local population;

·

Local political support for wind power development;

·

Adequate incentives at the federal and state levels, including federal and state tax credits and other financial incentives;

4

·

Projected electricity prices; and

·

Growing demand for electricity.

The Company has internal consultants as well as third party consultants who are experienced in assessing wind resources, completing the necessary development programs to build wind farms and perform development activities.

The Company’s primary efforts are focused on developing our properties in California and Arizona since these states have renewable energy portfolio standards and relatively high energy prices.  Our other focus is on other high energy price jurisdictions such Ontario, Canada, where there is a high tie-in price offered for small solar projects.

Revenue Strategies

Revenue from wind farms in the U.S. comes primarily from the sale of electricity. Electricity prices vary due to the demand for electricity, competing electricity sources, and support for renewable energy. In the future, California and other states may create markets for “renewable energy credits” (“RECs”, also known as “green tags” or “renewable energy certificates”), allowing the green attributes to be valued and sold separately from the electricity generated.  Green credits have the potential to evolve into a significant source of revenue.  The Company continues to focus on markets that provide the highest potential returns, primarily California, but also Arizona and Ontario.

The Company’s operating wind farms depend on sufficient wind to generate electricity.  Wind speeds and sunlight vary in different regions and seasons and at different times of the day.  In the western U.S. for example, wind speed is higher in the spring and summer months than in the fall and winter months, with a high wind month in the spring generating up to three times the electricity of a low wind month in the winter.  Sunlight is greatest in the summer, as the days are longer with less cloud cover.

Some of the Company’s power purchase agreements provide for pricing based on variable Short Run Avoided Cost (“SRAC”) prices which are influenced by oil and gas prices.  As oil and gas costs fluctuate with the market and the heating and cooling seasons, our revenues correspondingly fluctuate.  

Financing Strategies

The Company plans to raise capital through institutional sources experienced in power project financing to finance the construction and operation of wind energy facilities.  These financial sources are familiar with the operation of power generating facilities and their potential operating and construction risks.  The amount of project debt available depends upon the projected cash flow, the existence of a long-term power purchase contract with credit-worthy utilities, the wind assessment report, the identity of the turbine supplier and the general contractor, and the interest rates existing when funds are drawn down.

In the U.S., power project financings can use a limited liability corporation to secure tax equity financing and to monetize any tax benefits that cannot be used by the Company or its subsidiaries.  The value of the tax losses resulting from accelerated depreciation and the 2009 economic stimulus program’s 30% grant from the US Department of Energy (or the value of tax credits, such as the Federal Production Tax Credits of approximately US$0.021 per kWh or a 30% investment tax credit), can represent a significant portion of the value of a renewable energy project.

The Company’s primary financial strategy is to minimize dilution by only issuing shares at the corporate level if the overall shareholder dilution is less than selling an interest in certain projects to raise the equity required to finance project development.  The highest return on a developer’s investment is expected to come from a financing package consisting of the new 30% US Department of Energy grant, project debt and tax equity.

Project and Contractual Obligations

The Company is affected by local, county, state or provincial and federal legislation concerning environmental, zoning, permitting and operating laws and regulations in the jurisdictions that the Company and its subsidiaries operate.  The Company believes that it is in material compliance with all laws and regulations that it or its subsidiaries are subject to.

5

Windstar 120 MW Project

The Company’s contract with SCE requires that the facility be completed by December 31, 2009. The agreement can be cancelled if turbine prices increase above specified levels. The Company is negotiating amendments to the power purchase agreement to reflect the higher cost of wind turbines and existing wholesale electricity rates, and expects it to continue past December 31, 2009. The Company is not currently aware of any other risks associated with the contract with SCE.  

The Company entered into mortgages to finance the purchase of land in Tehachapi, California and the balance as at March 31, 2009 was $304,653. The mortgages are repayable in blended monthly payments with interest at rates from 6.5% to 8% and with terms of three to seven years.  The mortgages are secured by first charges on the land.

The Company is required to pay property taxes on its real estate holdings. For the three months ended March 31, 2009 property taxes were $14,914.

Windridge 9 MW Redevelopment Project

The purchase of Windridge was financed by a mortgage of $347,738 (US$275,000) with interest payable annually at the rate of 8% and principal originally due on February 17, 2008 and then extended to June 15, 2009. The loan principal is convertible into common shares, at the option of the holder, at a price of US$1.40 per share and accrued interest is convertible at the closing price of the common shares at the date that the note is converted. The note, which is secured by a first charge on the land, is redeemable by the Company upon 30 days notice and the Company intends to repay the balance on or before the June 2009 extension date from cash reserves.

Mesa Wind Power

Mesa Wind has a Standard Offer Power Purchase and Interconnection Agreement with SCE that will expire on June 22, 2010 to sell electricity on an “as available” basis at SCE’s short run avoided cost.

Mesa Wind has the exclusive right until January 26, 2013 to use 440 acres of land owned by the BLM near Palm Springs for a wind energy development facility.  The right-of-way provides for lease payments of $94,174 per year and the right to obtain a new right-of-way if the existing right-of-way is in good standing.  Property taxes are approximately $188,000 per year and liability insurance costs are approximately $57,000 per year.

The Company has entered into an operations and maintenance agreement with AMC that requires the Company to reimburse all costs incurred in the maintenance of the Mesa Wind farm plus a management fee of $256,000 per annum. The agreement is renewable annually with 30 days notice from its December 15 renewal date.The Company has entered into agreements to purchase four vehicles and one crane used in the operation of the Mesa. At March 31, 2009, the outstanding balance related to these finance contracts amounted to $259,192.

Kingman Project

The Company was granted a land right-of-way with the BLM for three years for the right to use 19,051 acres near Kingman, Arizona for the development of a wind farm. Annual payments for the use of the property amount to $29,000 per year. The Company is required to provide environmental reports to the BLM prior to the installation of meteorological towers on the property. If satisfactory due diligence is completed on the property, the Company will enter in to a 30 year right-of-way agreement.

Ontario Solar Project

The Company has entered into four conditional purchase agreements for land in Ontario, Canada for potential development of solar energy facilities. Under these agreements, the Company has paid deposits of $31,000 as at March 31, 2009 and could pay an additional $3,601,000 in progress payments if the Company completes the purchase of the properties.

The Company has entered into a consulting agreement whereby the consultant will assist in the development of photovoltaic/solar energy projects in Ontario. Under this agreement, the Company may pay the consultant up to $50,000 per project with the actual amount dependant on the number of development milestones completed.

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Selected Quarterly Information

For the three months ended March 31, 2009 and March 31, 2008

	Three Months Ended March 31, 2009	Three Months Ended March 31, 2008
Total revenues	$673,464	$877,464
Net loss	$(1,684,555)	$(2,141,520)
Net loss per share, basic and diluted	$(0.05)	$(0.07)
Dividends declared and paid	-	-
Weighted average common shares outstanding, basic and fully diluted	36,703,251	29,207,335
	As at March 31, 2009	As at March 31, 2008
Total assets	$29,011,623	$26,558,284
Total  liabilities	$7,465,837	$24,551,906
Paid-in-capital	$5,301,927	$4,336,246
Shareholders’ equity	$21,545,786	$2,006,378

Results of Operations

Three months ended March 31, 2009 vs three months ended March 31, 2008

Revenue

	Three months		Three months
	ended March 31,		ended March 31,
	2009		2008		Variance $			Variance %
Energy production for the period		11,239		10,990		249		2	%
Price/Mwh	$	48.14	$	79.66	$	(31.52	)	-40	%
Energy sales for the period US$	$	541,007	$	875,414	$	(334,407	)	-38	%
Exchange Rate		1.2448		1.0023	$	130,407		24	%
Energy sales for the period C$	$	673,464	$	877,464	$	(204,000	)	-23	%

For the three months ended March 31, 2009, the Mesa and Windridge wind farms generated a total of 11,239 MWh and revenues of US$542,874 (average price of US$48 per MWh) compared to production of 10,990 MWh for the three months ended March 31, 2008 which was 249 MWh (2%) less. The decrease in energy sales was primarily due to a 39% decrease in the average price partially offset by 24% increase in the US dollar.

Cost of sales

Cost of sales include operations and maintenance costs, property taxes, right-of-way fees, insurance, electricity costs and overhead associated with operating the Mesa and Windridge generating facilities.

Cost of sales increased 16% to $471,960 for the three months ended March 31, 2009 and was 70% of revenues compared to $405,866 for the three months ended March 31, 2008 and 46% of revenues in the comparative period. The increase was primarily due to a 24% increase in the US dollar partially offset by lower US$ labor and fuel costs. The average number of turbines operational at Mesa for the period was 423, up 7% from 394 for the same period in the prior year.

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General and administration

General and administration costs decreased to $754,165 for the three months ended March 31, 2009 compared to $962,374, for the three months ended March 31, 2008.

	Three months	Three months
	ended March 31,	ended March 31,
	2009	2008	Variance
Professional fees	81,318	214,888	(133,570	)
Consulting and directors' fees	201,191	249,565	(48,374	)
Stock-based compensation	247,959	230,509	17,450
Travel and automotive	87,166	142,162	(54,996	)
Advertising and promotion	14,491	83,503	(69,012	)
Office and secretarial	109,299	31,263	78,036
Regulatory fees	12,741	10,484	2,257
	754,165	962,374	(208,209	)

Professional fees were considerably higher in 2008 due to legal fees required to exercise options and warrants and costs related to engaging our primary US law firm for assistance in the negotiation with the refinancing of the Mesa loan.

Consulting and directors’ fees decreased in 2009 due to payments to third party consultants for financial and legal services in 2008.  These services were terminated in 2009.

The travel and automotive and advertising and promotion decrease in 2009 was primarily due to significantly higher travel in 2008 relating to the refinancing of the Mesa Loan and the attendance at numerous investor conferences to increase market awareness of the Company’s prospects which helped with the $18 million financing that closed in June 2008.

The office and secretarial costs increased primarily due to the establishment of a corporate head office in Vancouver and the addition of two full time employees in August and October to improve communication and internal controls.

Project development

	Three months	Three months
	ended March 31,	ended March 31,
	2009	2008	Variance
Consulting fees	265,124	157,504	107,620
Stock-based compensation	155,836	109,578	46,258
Project costs	71,438	8,193	63,245
Travel and automotive	40,963	42,735	(1,772	)
Office and secretarial	16,969	8,914	8,055
	550,330	326,924	223,406

All project development categories except travel and automotive costs increased substantially as the Company engaged two additional part time consultants to assist in the development of wind and solar projects in Puerto Rico, granted stock options for individuals in late 2008, established an office in Tehachapi in August 2008, and embarked on further development of our wind and solar projects in 2009.

8

Direct project costs increased due to the cost of tying up additional land holdings in Tehachapi for future wind and/or solar project development and more permitting and other mapping activities for the Barstow and Kingman projects.

Amortization

Amortization was $714,338 for the three months ended March 31, 2009, up 25% from $569,395 for the three months ended March 31, 2008 due primarily to a 24% increase in the US dollar.

Asset retirement obligation

The Mesa Wind Farm acquisition in July 2006 included a grant of right-of-way with the BLM, the Mesa Wind Farm land owner. The grant right-of-way requires the turbines and foundations be removed at the termination of the lease in 2013. Accretion expense on the asset retirement obligation increased 24% from $16,225 for the three months ended March 31, 2008 to $20,107 for the three months ended March 31, 2009 due to a 24% increase in the US dollar in 2009.

Interest and accretion on long term debt

Interest and accretion on long term debt for the three months ended March 31, 2009 decreased from $354,821 for the three months ended March 31, 2008 to $17,523 primarily due to the repayment of the Pacific Hydro loan in June 2008.  

Foreign exchange gain (loss)

The Company incurred a foreign exchange loss of $44,166 for the three months ended March 31, 2009 due primarily to a change in the US exchange rate from 1.234 at December 31, 2008 to 1.2645 at March 31, 2009 which triggered unrealized foreign exchange translation losses on the Company’s net US dollar monetary liabilities.

The foreign exchange loss of $560,652 for the three months ended March 31, 2008 was due to a change in the US exchange rate from .9913 at December 31, 2007 to 1.0265 at March 31, 2008 which increased the carrying value of the approximately US$15.6 million carrying value of the Mesa Loan principle and accrued interest which was repaid in June 2008.  

The stronger US dollar also increased the net carrying value of other US$ accounts payable and loans for the acquisition of the Windridge Wind Farms and real estate in Tehachapi and Arizona in both the three months ended March 31, 2009 and the three months ended March 2008.

The major US operations of Mesa are considered self-sustaining and the gain in value will be deferred until the Company’s net investment in those operations is disposed of. The accumulated currency translation adjustments are recorded as accumulated other comprehensive income (loss) in shareholders’ equity. At March 31, 2009, the accumulated currency translation gain for this self sustaining investment amounted to $1,094,369 reflecting a gain of $382,101 during the three months ended March 31, 2009 compared to an accumulated currency translation gain of $712,268 as at December 31, 2008.

Comprehensive gain

The net loss for the three months ended March 31, 2009 was $1,684,555 offset by the currency translation adjustment of the self-sustaining subsidiary of $382,101 resulting in a net comprehensive loss of $1,302,454 compared to a net comprehensive loss of $1,727,417 for the three months ended March 31, 2008.

9

Summary of Quarterly Results

			Income (loss) Before				Net Income (Loss)			Net Income (Loss)
		Total		Discontinued			For the			Per Share Basic
		Revenues		Operations			Quarter			and Diluted
March 31, 2009	$	673,464	$	(1,684,555	)	$	(1,684,555	)	$	(0.05	)
December 31, 2008	$	687,666	$	(2,127,709	)	$	(2,251,537	)	$	(0.07	)
September 30, 2008	$	1,405,648	$	(699,660	)	$	(780,849	)	$	(0.02	)
June 30, 2008	$	2,145,874	$	(24,433	)	$	2,904,631		$	0.10
March 31, 2008	$	877,464	$	(2,141,520	)	$	(2,141,520	)	$	(0.07	)
December 31, 2007 1	$	282,053	$	(2,589,496	)	$	(2,349,658	)	$	(0.09	)
October 31, 2007	$	817,266	$	(151,762	)	$	(130,780	)	$	(0.01	)
July 31, 2007 2	$	1,492,822	$	62,895		$	137,756		$	0.01
April 30, 2007	$	1,672,618	$	(140,870	)	$	(241,896	)	$	(0.01	)
January 31, 20073, 4	$	694,668	$	(1,683,212	)	$	(6,910,189	)	$	(0.29	)
October 31, 20063, 4	$	861,471	$	(2,806,422	)	$	(3,742,506	)	$	(0.16	)
July 31, 20063, 4	$	20,595	$	(382,472	)	$	(382,472	)	$	(0.02	)
April 30, 20063, 4	$	17,706	$	(687,441	)	$	(687,441	)	$	(0.03	)

¹ Represents a two month quarter due to the change of year end from January 31 to December 31. The Company changed its year end to December 31 in order to coincide with the financial year end of its US operating subsidiaries.

² These amounts have been restated because, subsequent to October 31, 2007, we identified errors in the elimination of intercompany fees that impacted revenues, plant operating costs and the foreign exchange gain.

³ These amounts have been restated because, subsequent to October 31, 2006, we identified errors in the recording of stock based compensation for the years ended January 31, 2006 and for the nine months ended October 31, 2006. The amounts omitted, within the calculation of stock based compensation, the effects of the issue of 250,000 stock options on September 4, 2004 with an exercise price of $1.40 per share and the effects of the issue of 100,000 stock options on March 16, 2005 with an exercise price of $1.43 per share.  

⁴October 31, 2006 amounts have been restated for discontinued operations.

Liquidity and Capital Resources

As at March 31, 2009, the Company had positive working capital of $443,083 compared to $1,388,164 as at December 31, 2008.  The $945,081 decrease was primarily related to the $550,330 of project development expenses and the construction in progress additions of $356,832 during the period.  

The Company’s cash position was down $1,314,008 from December 31, 2008 to $503,363 as of March 31, 2009 primarily due to cash used in financing activities of $39,516, investing activities of $247,726 and operating activities of $1,026,766. The cash used in investing activities included capitalized Windstar and Mesa project costs totaling $342,226 and deposits for property of $11,000, partially offset by the release of a US$90,000 letter of credit.  Cash used by financing activities related to the repayment of loans payable. The Company expects that its cash on hand, the cash flow from its Mesa Wind Farm and the proceeds from the private placement that closed in May 2009 will be sufficient to support its ongoing operations through the next twelve month period and provide the cash required to bring Windstar close to a bankable stage. Additional development activities will also be financed through the equity raise that closed in May 2009.

Though the capital markets are currently going through some turbulent times, the American Recovery and Reinvestment Act of 2009 extends the US$21/Mwh production tax credits through 2012, and provides an option to elect a 30% investment tax credit or an equivalent cash grant from the US Department of Energy. This stimulus bill is expected to have a positive impact for US renewable energy projects and in conjunction with the high projected cash flow from California wind areas like Tehachapi and Palm Springs the Company expects that projects like Windstar and Mesa will be very attractive to potential finance partners. Consequently, management is optimistic that full financing will be available to complete the future development of these projects. The Company has also attracted attention from potential joint venture partners that have greater capital resources.

10

Credit risk, liquidity risk, interest rate risk, currency risk and commodity price risk

The Company has limited exposure to credit risk, as the majority of its sales contracts are with a large utility customer, and the Company’s cash is held with ScotiaBank and Bank of America. Historically, the Company has not had collection issues associated with its trade receivables and the aging of trade receivables are reviewed on a regular basis to ensure the timely collection of amounts owing to the Company. At March 31, 2009, less than 1% of the Company’s trade receivables were not current. The Company manages its credit risk by entering into sales agreements with credit worthy parties and through regular review of accounts receivable. This risk management strategy is unchanged from the prior year.

The Company manages its liquidity risk associated with its financial liabilities (primarily those described in Note 16 of the unaudited financial statements and current liabilities) through the use of cash flow generated from operations, combined with strategic use of long term debt and issuance of additional equity, as required to meet the capital requirements of maturing financial liabilities. The contractual maturities of the Company’s long term financial liabilities are disclosed in Note 6, and remaining financial liabilities, consisting of accounts payable, are expected to be realized within one year. As disclosed in Note 16, the Company was in compliance with all financial covenants relating to its financial liabilities as at March 31, 2009. This risk management strategy is unchanged from the prior period.

The Company has substantial assets denominated in US$ related to its California and Arizona properties. Based upon the net assets of the Company’s self sustaining operations as at March 31, 2009, a 1% change in the Canadian dollar-U.S. dollar blended forward exchange rate, would result in approximately $90,000 impact to accumulated other comprehensive income (loss) (“AOCI”). Based upon the remaining payments at December 31, 2008, a 1% change in the Canadian dollar-U.S. dollar blended forward exchange rate, over the timing of the payments to be made by the Company, would result in approximately $10,000 impact to net income (loss).  This risk management strategy is unchanged from the prior period however the Company substantially reduced its US$ liabilities in June 2008 which increased the overall foreign exchange exposure but substantially reduced the net income (loss) exposure.

The Company generates revenue through variable price power purchase agreements with a California utility. The power rates reflect current natural gas market prices and therefore the Company is exposed to commodity price risk. A 1% decrease, on an absolute basis, in the natural gas market prices would result in reduced revenue, on an annual basis, of approximately $50,000. The Company is partially hedged for the US$ natural gas price risk as it reports in Canadian dollars which often decrease as US$ based oil and natural gas prices decrease. The Company manages the remaining power rate risk by monitoring the natural gas futures market and by being prepared to convert the current variable price contracts to fixed price long term contracts if and when this is deemed to be necessary. This risk management strategy is unchanged from the prior year.

Cash and restricted cash are stated at amounts compatible with those prevailing in the market, are highly liquid, and are maintained with prime financial institutions for high liquidity.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements at this time.

Critical Accounting Estimates

The Company’s unaudited consolidated financial statements and notes thereto are prepared in accordance with Canadian GAAP. These accounting principles require us to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates, judgments and assumptions are based upon information available to us at the time that they are made. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be affected.

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The critical accounting estimates are as follows:

Since a determination of many assets, liabilities, revenues and expenses is dependent upon future events, the preparation of consolidated financial statements requires the use of estimates and assumptions, which have been made using careful judgment.  The critical accounting estimates are as follows:

(a)

The Company has allocated the purchase price of property, equipment, goodwill, future income taxes and other intangible assets based on the estimated fair market values of assets and liabilities acquired.

(b)

The Company has recorded an asset retirement obligation, based on estimates of the cost to remediate  Mesa at a future date.

(c)

The Company has performed impairment testing on the amounts recorded as goodwill and construction in progress.

(d)

Since a determination of many assets, liabilities, revenues and expenses is dependent upon future events, the preparation of consolidated financial statements requires the use of estimates and assumptions which have been made using careful judgment. The critical accounting estimates are as follows:  

a.

The Company has amortized the cost of the generating facilities, equipment and power purchase agreements over their estimated useful lives.

b.

The Company has recorded stock based compensation using the Black-Scholes Option Pricing Model that requires an assumption of the expected lives of stock options granted to employees and consultants.

(e)

The Company has performed a twelve month forecast using estimates for revenues, expenses and foreign exchange rates for the operations and the projects currently undertaken in assessing the appropriateness of the company’s going concern risk.

(f)

The Company has allocated expenses based on estimates provided by our contractors on their time spent on each project.

New accounting pronouncements

(a)

Business combinations

CICA Handbook Section 1582, Business Combinations, which replaces Section 1581, Business Combinations, improves the relevance, reliability and comparability of the information that a reporting entity provides in its financial statements about a business combination and its effects. This section outlines a variety of changes, including, but not limited to, the following:  an expanded definition of a business, a requirement to measure all business combinations and non-controlling interests at fair value, and a requirement to recognize future income tax assets and liabilities and acquisition and related costs as expenses of the period. The section applies to annual and interim financial statements for fiscal years beginning on or after January 1, 2011, with early adoption permitted. The Company has not yet reviewed the impact adopting this section will have on its consolidated financial statements.

(b)

Consolidated financial statements and non-controlling interests

CICA Handbook Section 1601, Consolidated Financial Statements, in combination with Section 1602, Non-Controlling Interests, will replace Section 1600, Consolidated Financial Statements. Section 1601 establishes standards for the preparation of consolidated financial statements and specifically addresses consolidation accounting following a business combination that involves the purchase of an equity interest in one company by another. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. The sections apply to annual and interim financial statements for fiscal years beginning on or after January 1, 2011, with early adoption permitted. The Company has not yet reviewed the impact adopting this section will have on its consolidated financial statements.

12

(c)

Goodwill and Intangible Assets

In February 2008, the CICA issued 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 with assets.  The standard is effective for fiscal years beginning on or after October 1, 2008 and early adoption is permitted. There has been no significant effect on the financial statements related to the adoption of Section 3064.

Transactions with Related Parties:

The following expenses were accrued/paid to directors, officers, a significant shareholder and the spouse of a director of the Company:  

	Three months ended March 31,
	2009	2008
	$	$
Consulting and directors' fees	469,636	320,587
Office and secretarial	9,000	21,000
Interest	-	311,685
	478,636	653,272

As at March 31, 2009, the Company had an account receivable of $88,226 (December 31, 2008 – $82,795) with a company having a common director and an account receivable of $27,599 (December 31, 2008 – $nil) and an account payable of $Nil (December 31, 2008 - $58,747) to an officer and director of the Company.

Related party transactions are measured at the exchange amount, which is the consideration established and agreed to by the related parties.

International Financial Reporting Standards (IFRS) Changeover Plan

The Company has been monitoring the deliberations and progress being made by accounting standards setting bodies and securities regulators in Canada and the United States with respect to their plans regarding convergence to International Financial Reporting Standards (“IFRS”). The Canadian Institute of Chartered Accountants Accounting Standards Board and the Canadian Securities Administrators (“CSA”) have recently confirmed that domestic issuers will be required to transition to IFRS for fiscal years beginning on or after January 1, 2011. IFRS will replace Canada’s current Generally Accepted Accounting Principles (“GAAP”) for those enterprises.

In preparation for the changeover of GAAP to IFRS, the Company commenced the planning process during the third quarter of 2008. Specific initiatives are underway and others have been planned for the transitioning from GAAP to IFRS. Current status of the project is as follows:

·

The Company has hired a financial controller who has assumed project management responsibilities for IFRS conversion.

·

A diagnostic assessment of the key impact areas has been launched.

·

Early dialogue with the Company’s independent auditor is embedded in the project’s communication plan to ensure timely and effective resolution of issues, if any.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Company’s Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure. The Company’s system of disclosure controls and procedures includes, but is not limited to, our Disclosure Policy, our Code of Ethics, our Insider Trading Policy, the effective functioning of our Audit Committee and procedures in place to systematically identify matters warranting consideration of disclosure by the Audit Committee.

13

As at the end of the period covered by this Management’s Discussion and Analysis, management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as required by applicable United States and Canadian securities laws. The evaluation included documentation review, enquiries and other procedures considered by management to be appropriate in the circumstances. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of the period covered by this management’s discussion and analysis, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s annual filings and interim filings and other reports filed or submitted under applicable Canadian securities laws, is recorded, processed, summar ized and reported within time periods specified by those laws and that material information is accumulated and communicated to management of the Company, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting and has designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles including a reconciliation to US generally accepted accounting principles.

In designing and evaluating our internal control over financial reporting, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its reasonable judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management assessed the effectiveness of our internal control over financial reporting for the year ended December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework. Based on this assessment, management believed that, as of December 31, 2008, our internal control over financial reporting was effective based on those criteria.

Changes in Internal Controls

No changes in our internal controls or other factors that could significantly affect these controls subsequent to December 31, 2008, have been made.

In conducting an evaluation of the effectiveness of the Company’s disclosure controls and procedures, the Company’s management has concluded that, while its disclosure controls and procedures that are in place are effective for its current size of operations, they could be further enhanced as the Company grows. The Company’s management sets financial reporting objectives based on the Company’s business needs and activities for its current annual and interim financial statements and any financial data based on those statements, such as earnings releases. Management then determines whether there are any risks that could result in a material misstatement in any of the Company’s financial reporting, including financial statements and earnings releases. Management intends to implement changes in internal controls as the business needs and activities change.

Limitations of Controls and Procedures

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

14

Announcements for the Period Under Review – Three months ended March 31, 2009

On January 15, 2009, the Company provided an update on the status of projects and financing that were previously announced.

On March 6, 2009, the Company settled a law suit filed by Tom Vihvelin, a former director of Eastern Wind (see Legal Proceedings) and recorded a loss from discontinued operations for the year ended December 31, 2008 which included the settlement amount of $50,000 to the plaintiff plus legal costs.

On March 24, 2009, the Company announced that it filed its Audited Consolidated Financial Statements for the year ended December 31, 2008 and the related Management Discussion and Analysis.

On March 24, 2009, the Company announced that the U.S. Congress passed the American Recovery and Reinvestment Act of 2009, which extends the US$21/Mwh production tax credits through 2012 and provides an option to elect a 30% investment tax credit or an equivalent cash grant from the US Department of Energy. Management expected the new law to have a positive impact for US renewable energy projects and did experience an increase in the number of parties expressing an interest in financing Windstar and expected further time will be needed to evaluate and negotiate these new proposals.

On March 30, 2009, the Company entered into an engagement letter with Loewen, Ondaatje, McCutcheon Limited (“LOM”) pursuant to which it engaged LOM as agents in connection with a proposed private placement of up to 5,846,154 units (the “Units”) of the Company at a price of $0.65 per Unit to raise total gross proceeds of approximately $3.8 million (the “Offering”). Each Unit consisted of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share of the Company at a price of $1.00 per share until 24 months from the closing date of the offering. The Agents have also been granted an agent option to increase the size of the Offering by 20%. The net proceeds from the Offering will be used to secure a Letter of Credit on behalf of SCE for the 20 year Power Purchase Agreement on the Company's 120 MW Windstar Project. Remaining proceeds will be for development activities on Windstar, the Mesa Re-Power near Palm Springs and the Ontario Solar Initiative where the Company has secured four (4) solar sites, by way of conditional land purchase agreements. The offering was undertaken on a fully marketed, commercially reasonable efforts basis by the agents who will be paid a cash commission of 7% of the gross proceeds and granted agent's compensation options to purchase an additional 7% of the number of Units sold. The Company will also issue, by way of Non-Brokered Private Placement, up to an additional 2,700,000 Units partially for cash but mostly for direct land acquisitions in the Tehachapi Wind Resource Area.

Subsequent Events

On April 14, 2009, the Company announced that the Kern County Planning Commission approved, by a unanimous  4 - 0 vote on April 9, 2009, the re-zoning of land for the Company’s 120 megawatt Windstar Project in Tehachapi, California.

On May 5, 2009, the Company closed a brokered private placement of 7,015,700 units (the “Units”) at a price of $0.65 per Unit for gross proceeds of $4,560,205. Each Unit is comprised of one common share of the Company and one half of one share purchase warrant. Each whole warrant entitles the holder to acquire one common share of the Company at a price of $1.00 per share at any time on or prior to the close of business on May 5, 2011. The Company also granted 491,099 Broker’s Warrants exercisable into Units at any time before May 5, 2011 at a price of $0.65 per Unit. The Units have the same terms as those to be issued to the subscribers. The Agents also received a cash commission equal to 7% of the gross proceeds of the Offering.

On May 12, 2009, the Company issued to management and directors, by way of non-brokered private placement, 699,955 Units at a price of $0.65 per Unit for gross proceeds of $454,971. Each Unit is comprised of one common share of the Company and one half of one share purchase warrant. Each whole warrant entitles the holder to acquire one common share of the Company at a price of $1.00 per share at any time on or prior to the close of business on May 12, 2011.

15

Commitments and Contingent Liabilities

The commitments as at March 31, 2009 are as follows:

					More
		Within 1	2 to 3	4 to 5	than 5
	Total	year	years	years	years
	$	$	$	$	$
Right of way agreements	401,012	87,779	211,212	102,021	-
Office lease	210,128	22,628	174,960	12,540	-
Management contract	262,800	262,800	-	-	-
	873,940	373,207	386,172	114,561	-

As at March 31, 2009, the Company has placed on deposit of $100,000 to secure corporate credit cards.

The Company entered into a memorandum of understanding with a California civic government to jointly acquire and develop wind generated electricity projects in California.  At this time, no definitive agreements have been entered into.

The Company has a BLM right-of-way that expires on January 26, 2013 and the Company has the right to enter into a new 30-year right-of-way.  The right-of-way requires annual payments of US$78,478.  The Company is committed to the removal of any structure, equipment and machinery at the end of the term of right-of-way agreement.  The Company also has an obligation to remove foundations and equipment on the termination of the right-of-way agreement.

The Company has entered into a right-of-way grant with the BLM for three years for 19,054 acres of land near Kingman, Arizona for a rental fee of US$19,054 per year.  Future rental rates are to be based on the fair market value of the property.  The right-of-way grant may be renewed by making an amended application and providing a plan of development.  Any improvements to the property must be removed at the end of the term of the right-of-way agreement.

The Company has entered into a sublease agreement for office space in Vancouver, B.C. that expires in February 2012.  The base rent from January 1, 2008 to December 31, 2009 is $3,311 per month increasing to $3,570 per month thereafter with operating costs of approximately $2,700 per month.

The Company has entered into a lease agreement for office space in Tehachapi, CA that expires July 2011.  The base rent from August 1, 2009 to June 2010 is US$1,650 per month increasing to US$1,700 per month thereafter.

The Company has entered into an operations and maintenance agreement with an independent contractor that requires the Company to reimburse the contractor for all costs incurred for maintaining the Mesa Wind farm plus a management fee of US$219,000 per annum.  The agreement is renewable annually with 30 days’ notice from its December 15 renewal date.

The contingent liabilities as at March 31, 2009 are as follows:

The Company has two employees, and remunerates all officers, directors, and all other individuals by way of consulting fees. If certain of these individuals were deemed to be employees of the Company, as opposed to consultants, then the Company could be contingently liable for employer related withholdings and costs.

As at March 31, 2009, the Company has entered into conditional purchase agreements for land in Ontario, Canada for potential development of solar energy facilities. Under these agreements, the Company paid refundable deposits of $20,000 in 2008 and $11,000 in 2009. The deposits become nonrefundable once the local Transmission Line provider inspects the property and provides a site approval report. If any site does not receive a report satisfactory to the Company within approximately 6 months of the Purchase and sale Agreement Date, the purchase agreement becomes null and void and the deposit will be returned.  The following additional payments are contingent on the project development process as follows:

16

(a)

$15,000 is payable for each property successfully rezoned for the Company’s intended use within approximately 8 months of the Purchase and Sale Agreement Date or the company waives such requirement,

(b)

$25,000 is payable for each property if the Company is successful in obtaining all other contracts, agreements and approvals  within approximately 24 months of the Purchase and Sale Agreement Date or the company waives such requirement, and

(c)

The difference between the combined purchase price of $3,635,000 and the progress payments, as described above, would be due if the Company completes the purchase of the properties.  

Title of the properties would not be transferred to the Company until the full purchase price has been paid.

Other MD&A Requirements

Disclosure of Outstanding Share Data

Summary of Securities Issued During the Period

None

Summary of Options Granted During the Period

None

Summary of Marketable Securities Held at the End of the Period

None

Summary of Securities at the End of the Reporting Period

Authorized Capital:

unlimited common shares without par value, unlimited class A preferred securities without par value

Issued and Outstanding:

36,703,251 common shares

Number and Recorded Value for Shares Issued and Outstanding

At March 31, 2009, the Company had 36,703,251 common shares outstanding having an average paid up value of $1.11 per share ($40,604,309).

At March 31, 2009, there were 36,703,251 common shares and 4,895,959 warrants outstanding.

At May 12, 2009 there were 44,418,906 common shares and 9,244,883 warrants outstanding.   

17

Description of Options, Warrants and Convertible Securities Outstanding as at March 31, 2009

Type of	Number or		Exercise or	Expiry
Security	Amount		Conversion Price	Date
Stock Options	200,000	$	1.44	May 25, 2009
Stock Options	100,000	$	1.44	May 25, 2009
Stock Options	250,000	$	1.40	September 2, 2009
Stock Options	100,000	$	1.43	March 16, 2010
Stock Options	99,074	$	1.33	September 6, 2010
Stock Options	750,000	$	1.23	September 25, 2011
Stock Options	875,000	$	1.54	November 8, 2012
Stock Options	275,000	$	1.32	November 28, 2012
Stock Options	275,000	$	1.32	December 10, 2012
Stock Options	1,800,000	$	1.34	November 4, 2013
Stock Options	400,000	$	1.34	December 15, 2013
Warrants	191,570	$	1.05	February 23, 2009
Warrants	80,002	$	1.05	August 1, 2009
Warrants	155,000	$	1.20	October 11, 2009
Warrants	1,060,950	$	1.75	October 19, 2009
Warrants	3,157,900	$	3.70	June 20, 2010
Brokers Warrants	442,107	$	2.85	June 20, 2010

Total Number of Shares in Escrow or Subject to Pooling Agreement

674,998 shares are held in escrow pursuant to an escrow agreement dated April 29, 1999 as amended on October 26, 2007.

Additional information relating to the Company is available on SEDAR at www.sedar.com.

18

EX-99.6

Exhibit 99.6

Form 52-109FV2

Certification of interim filings - venture issuer basic certificate

I, Jeffrey J. Ciachurski, Chief Executive Officer of Western Wind Energy Corp., certify the following:

1.  

Review: I have reviewed the interim financial statements and interim MD&A (together the “interim filings”) of Western Wind Energy Corp. (the “issuer”) for the three months ended March 31, 2009.

2.  

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

3.  

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date:   May 12, 2009

/s/ Jeffrey J. Ciachurski

Jeffrey J. Ciachurski

Chief Executive Officer

 NOTE TO READER

In contrast to the certificate required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

i) 

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) 

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.7

Exhibit 99.7

Form 52-109FV2

Certification of interim filings - venture issuer basic certificate

I, Chris R. Thompson, Chief Financial Officer of Western Wind Energy Corp., certify the following:

1.  

Review: I have reviewed the interim financial statements and interim MD&A (together the “interim filings”) of Western Wind Energy Corp. (the “issuer”) for the three months ended March 31, 2009.

2.  

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

3.  

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date:   May 12, 2009

/s/ Chris R. Thompson

Chris R. Thompson
Chief Financial Officer

 NOTE TO READER

In contrast to the certificate required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

i) 

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) 

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.8

Exhibit 99.8

 

WESTERN WIND ENERGY CORP.

1326 – 885 West Georgia Street	Telephone: (604) 685-WIND (9463)
Vancouver, BC V6C 3E8	Facsimile: (604) 685-9441
	www.westernwindenergy.com
N E W S      R E L E A S E
May 13, 2009
	Toronto Venture Exchange Symbol: “WND”
	Issued and Outstanding: 44,418,951

WESTERN WIND ENERGY CORP. ANNOUNCES A 2% INCREASE IN ELECTRICTY PRODUCTION FOR THE THIRD QUARTER ENDED MARCH 31, 2009

Q1 2009 FINANCIAL RESULTS

Western Wind Energy Corp. (“Western Wind” or the “Company”) is pleased to announce a 2% increase in electricity production - 11,239 MWh compared to 10,990 for the comparable three months ended March 31, 2008. However lower natural gas prices led to lower Short Run Avoided Cost electricity selling prices which resulted in revenues decreasing 23% to $673,464 compared to $877,464 for the comparable three months ended March 31, 2008. Net loss for the quarter decreased 21% to $1,684,555 or five cents ($0.05) per share compared to a net loss of $2,141,520 or seven cents ($0.07) per share for the comparable three month period ended March 31, 2008. The decrease in net loss for the period was due to lower interest costs and foreign exchange losses.

CLOSING OF NON-BROKERED PRIVATE PLACEMENT

Western Wind is pleased to announce that it has closed a non-brokered private placement offering (the "Offering") of 699,955 units ("Units") at a price of $0.65 per Unit for gross proceeds of $454,971 to insiders, management and employees. Each Unit is comprised of one (1) common share and one (1) half of one share purchase warrant. Each whole warrant entitles the holder to purchase one (1) additional common share for a period of two years at a price of $1.00 per share. The hold periods for the Units and the underlying securities expires on September 12, 2009.

- 2 -

Western Wind intends to use the proceeds from the Offering to fund development activities on the 120MW Windstar Project and for general working capital purposes.

The offered securities will not be registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exception from such registration requirements.

About Western Wind Energy Corp.

Western Wind Energy Corp. is a wind energy electrical production company that currently has over 500 wind turbines with 34.5 MW of rated capacity and a further 120MW of expansion power purchase agreements in the State of California. Western Wind Energy is in the business of acquiring land sites and technology for the production of electricity from wind energy. Management of Western Wind Energy includes individuals involved in the operations and ownership of utility scale wind energy facilities in California since 1981.

ON BEHALF OF THE BOARD OF DIRECTORS

“SIGNED”

Jeffrey J. Ciachurski
Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain statements in this press release constitute "forward-looking statements" under applicable securities laws, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. Words such as "expects", "anticipated", "intends", "projects", "plans", "will", "believes", "seeks", "estimates", "should", "may", "could" and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and actual events or results may differ materially. There are many factors that could cause such actual events or results expressed or implied by such forward-looking statements to differ materially from any future results express or implied by such statements. Such factors include, but are not l imited to, the Company's ability to secure a letter of credit on behalf of Southern California Edison, that the funds raised are sufficient to advance its projects as anticipated, and the other factors discussed in the Company's annual report and annual information contained in the Company's 20F Annual Report filed with the United States Securities and Exchange Commission and securities regulators in Canada. Forward-looking statements are based on current expectations and the Company assumes no obligation to update such information to reflect later events or developments, except as required by law.

EX-99.9

Exhibit 99.9

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1.	Name and Address of Company Western Wind Energy Corp. (the “Issuer”) 1326 – 885 West Georgia Street Vancouver, BC V6C 3E8
Item 2.	Date of Material Change May 6, 2009
Item 3.	News Release The Issuer disseminated a press release dated May 6, 2009 through Market News, Stockwatch and Canada News Wire.
Item 4.	Summary of Material Change The Issuer announced that it has closed a private placement of 7,015,700 Units at a price of $0.65 per Unit.
Item 5.	Full Description of Material Change The Issuer closed a brokered private placement of 7,015,700 Units at a price of $0.65 per Unit for gross proceeds of $4,560,205. Each Unit is comprised of one common share of the Issuer and one half of one share purchase warrant. Each whole warrant entitles the holder to acquire one common share of the Issuer at a price of $1.00 per share at any time on or prior to the close of business (5:00 p.m. Toronto time) on May 5, 2011. The Issuer paid Lowen Ondaatje McCutcheon Limited (the “Agent”) a commission equal to 7% of the gross proceeds. In addition, the Issuer granted to the Agent 491,099 Broker Warrants. Each Broker Warrant entitles the holder to receive, upon payment of the exercise price, an Agent’s Unit comprised of one share and one half of one share purchase warrant. Each whole warrant entitles the holder to acquire one common share of the Issuer at a price of $1.00 per share at any time on or prior to the close of business (5:00 p.m. Toronto time) on May 5, 2011. The hold periods for the securities issued and any underlying securities issued upon exercise thereof expire at midnight on September 5, 2009. The Issuer intends to use the net proceeds from the offering, in part, to secure a letter of credit on behalf of Southern California Edison in connection with its power purchase agreement and to fund development activities on the 120MW Windstar Project, the re-powering of its Mesa Wind Farm and to continue development of its solar initiative in the Province of Ontario. See the attached news release.
Item 6.	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 Not applicable

- 2 -

Item 7.	Omitted Information No information has been omitted on the basis that it is confidential information.
Item 8.	Executive Officer To obtain further information contact Jeffrey J. Ciachurski, the Chief Executive Officer of the Issuer, at 604-839-4192.
Item 9.	Date of Report May 13, 2009

WESTERN WIND ENERGY CORP.

1326 – 885 WEST GEORGIA STREET	TELEPHONE:	604.685.WIND (9463)
VANCOUVER, BC V6C 3E8	FACSIMILE:	604.685.9441
	www.westernwindenergy.com

N E W S   R E L E A S E

May 6, 2009

Toronto Stock Exchange (Venture) Symbol: “WND”
Issued and Outstanding: 36,703,251

WESTERN WIND ENERGY CORP. CLOSES A PRIVATE PLACEMENT OF $4,560,205

Vancouver, BC, May 6, 2009 – Western Wind Energy Corp. (“Western Wind” or the “Company”) is pleased to announce that it has closed a brokered private placement offering (the “Offering”) of 7,015,700 units (“Units”) at a price of $0.65 per Unit for gross proceeds of $4,560,205. Each Unit is comprised of one (1) common share and one (1) half of one share purchase warrant. Each whole warrant entitles the holder to purchase one (1) additional common share for a period of two years at a price of $1.00 per share. The hold periods for the Units and the underlying securities expires on September 5, 2009.

Loewen Ondaatje McCutcheon Limited (“LOM”) acted as agent in the Offering and, in consideration for their services, Western Wind paid the Agent a commission equal to 7% of the gross proceeds of the Offering. In addition, Western issued to LOM 491,099 broker’s warrants entitling LOM to acquire, subject to certain anti-dilution provisions set out in the Agency Agreement, one Unit (an “Agent’s Unit”), for a period of 24 months from the closing date of the Offering. Each Agent’s Unit is comprised of one common share and one-half of one share purchase warrant. One whole warrant entitles LOM to acquire one additional common share (an “Agent’s Warrant Share”) at a price of $1.00 per Agent’s Warrant Share for a period of 24 months from the closing date of the Offering.

2

Western Wind intends to use the proceeds from the Offering, in part, to secure a letter of credit on behalf of Southern California Edison in connection with its power purchase agreement and to fund development activities on the 120MW Windstar Project, the re-powering of our Mesa Wind Farm and to continue development of our solar initiative in the Province of Ontario.

The offered securities will not be registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

About Western Wind Energy Corp.

Western Wind Energy Corp. is a wind energy electrical production company that currently has over 500 wind turbines with 34.5 MW of rated capacity and a further 120 MW of expansion power purchase agreements in the State of California. Western Wind Energy is in the business of acquiring land sites and technology for the production of electricity from wind energy. Management of Western Wind Energy includes individuals involved in the operations and ownership of utility scale wind energy facilities in California since 1981.

ON BEHALF OF THE BOARD OF DIRECTORS

Jeffrey J. Ciachurski
Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain statements in this press release constitute “forward-looking statements” under applicable securities laws, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. Words such as “expects”, “anticipates”, “intends”, “projects”, “plans”, “will”, “believes”, “seeks”, “estimates”, “should”, “may”, “could”, and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements in this news release include, but are not limited to, the Company’s intended use of proceeds from the Offering. These statements are based on management’s current expectations and beliefs and actual events or results may differ materia lly. There are many factors that could cause such actual events or results expressed or implied by such forward-looking statements to differ materially from any future results expressed or implied by such statements. Such factors include, but are not limited to, the Company’s ability to secure a letter of credit on behalf of Southern California Edison, that the funds raised are sufficient to advance its projects as anticipated, and the other factors discussed in the Company’s annual report and annual information contained in the Company’s 20F Annual Report filed with the United States Securities and Exchange Commission and securities regulators in Canada. Forward-looking statements are based on current expectations and the Company assumes no obligation to update such information to reflect later events or developments, except as required by law.

EX-99.10

Exhibit 99.10

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1.	Name and Address of Company Western Wind Energy Corp. (the “Issuer”)
	1326 – 885 West Georgia Street
	Vancouver, BC V6C 3E8
Item 2.	Date of Material Change May 13, 2009
Item 3.	News Release The Issuer disseminated a press release dated May 13, 2009 through Market News, Stockwatch and Canada News Wire.
Item 4.	Summary of Material Change The Issuer announced that it has closed a non-brokered private placement of 699,955 Units at a price of $0.65 per Unit.
Item 5.	Full Description of Material Change The Issuer announced a summary of its financial results for the first quarter ended March 31, 2009. The Issuer also announced it has closed a non-brokered private placement of 699,955 Units at a price of $0.65 per Unit for gross proceeds of $454,971 to insiders, management and employees. Each Unit is comprised of one common share of the Issuer and one half of one share purchase warrant. Each whole warrant entitles the holder to acquire one common share of the Issuer at a price of $1.00 per share at any time on or prior to the close of business on May 12, 2011. The hold periods for the securities issued and any underlying securities issued upon exercise thereof expire at midnight on September 12, 2009. The Issuer intends to use the net proceeds from the offering to fund development activities on its 120MW Windstar Project and for general working capital purposes. See the attached news release.
Item 6.	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 Not applicable
Item 7.	Omitted Information No information has been omitted on the basis that it is confidential information.

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Item 8.10	Executive Officer To obtain further information contact Jeffrey J. Ciachurski, the Chief Executive Officer of the Issuer, at 604-839-4192.
Item 9.	Date of Report May 19, 2009

 

WESTERN WIND ENERGY CORP.

1326 – 885 West Georgia Street	Telephone: (604) 685-WIND (9463)
Vancouver, BC V6C 3E8	Facsimile: (604) 685-9441
	www.westernwindenergy.com
N E W S      R E L E A S E
May 13, 2009
	Toronto Venture Exchange Symbol: “WND”
	Issued and Outstanding: 44,418,951

WESTERN WIND ENERGY CORP. ANNOUNCES A 2% INCREASE IN ELECTRICTY PRODUCTION FOR THE THIRD QUARTER ENDED MARCH 31, 2009

Q1 2009 FINANCIAL RESULTS

Western Wind Energy Corp. (“Western Wind” or the “Company”) is pleased to announce a 2% increase in electricity production - 11,239 MWh compared to 10,990 for the comparable three months ended March 31, 2008. However lower natural gas prices led to lower Short Run Avoided Cost electricity selling prices which resulted in revenues decreasing 23% to $673,464 compared to $877,464 for the comparable three months ended March 31, 2008. Net loss for the quarter decreased 21% to $1,684,555 or five cents ($0.05) per share compared to a net loss of $2,141,520 or seven cents ($0.07) per share for the comparable three month period ended March 31, 2008. The decrease in net loss for the period was due to lower interest costs and foreign exchange losses.

CLOSING OF NON-BROKERED PRIVATE PLACEMENT

Western Wind is pleased to announce that it has closed a non-brokered private placement offering (the "Offering") of 699,955 units ("Units") at a price of $0.65 per Unit for gross proceeds of $454,971 to insiders, management and employees. Each Unit is comprised of one (1) common share and one (1) half of one share purchase warrant. Each whole warrant entitles the holder to purchase one (1) additional common share for a period of two years at a price of $1.00 per share. The hold periods for the Units and the underlying securities expires on September 12, 2009.

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Western Wind intends to use the proceeds from the Offering to fund development activities on the 120MW Windstar Project and for general working capital purposes.

The offered securities will not be registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exception from such registration requirements.

About Western Wind Energy Corp.

Western Wind Energy Corp. is a wind energy electrical production company that currently has over 500 wind turbines with 34.5 MW of rated capacity and a further 120MW of expansion power purchase agreements in the State of California. Western Wind Energy is in the business of acquiring land sites and technology for the production of electricity from wind energy. Management of Western Wind Energy includes individuals involved in the operations and ownership of utility scale wind energy facilities in California since 1981.

ON BEHALF OF THE BOARD OF DIRECTORS

“SIGNED”

Jeffrey J. Ciachurski
Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain statements in this press release constitute "forward-looking statements" under applicable securities laws, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. Words such as "expects", "anticipated", "intends", "projects", "plans", "will", "believes", "seeks", "estimates", "should", "may", "could" and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and actual events or results may differ materially. There are many factors that could cause such actual events or results expressed or implied by such forward-looking statements to differ materially from any future results express or implied by such statements. Such factors include, but are not l imited to, the Company's ability to secure a letter of credit on behalf of Southern California Edison, that the funds raised are sufficient to advance its projects as anticipated, and the other factors discussed in the Company's annual report and annual information contained in the Company's 20F Annual Report filed with the United States Securities and Exchange Commission and securities regulators in Canada. Forward-looking statements are based on current expectations and the Company assumes no obligation to update such information to reflect later events or developments, except as required by law.