UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GOLDEN ARIA CORP. |
(Name of small business issuer in its charter) |
Nevada |
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1000 |
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20-1970188 |
State or jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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#500 - 625 Howe Street, Vancouver BC V6C 2T6 604-688-0833 |
(Address and telephone number of principal executive offices) |
#500 - 625 Howe Street, Vancouver BC V6C 2T6 604-688-0833 |
(Address of principal place of business or intended principal place of business) |
BUSINESS FIRST FORMATIONS, INC.
|
(Name, address and telephone number of agent for service)
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Approximate date of proposed sale to the public: As soon as practicable after the registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class
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Amount to be
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Proposed maximum
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Proposed maximum
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Amount of
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Common Stock to be offered by Selling Stockholders |
8,545,000 |
$0.15 (2) |
$1,281,750 |
$137.15 |
Total Registration Fee |
|
|
|
$137.15 |
(1)
An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.(2)
Based on the last sales price on April 6, 2005. The selling stockholders will sell their shares of our common stock at a price of $0.15 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market.(3)
Estimated in accordance with Rule 457(o) solely for the purpose of computing the amount of the registration fee based on a bona fide estimate of the maximum offering price.THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PROSPECTUS |
Subject to Completion |
______________________ , 2005 |
GOLDEN ARIA CORP.
A NEVADA CORPORATION
8,545,000 SHARES OF COMMON STOCK OF GOLDEN ARIA CORP.
This prospectus relates to the 8,545,000 shares of common stock of Golden Aria Corp., a Nevada Corporation, which may be resold by certain selling stockholders of the company. We have been advised by the selling stockholders that they may offer to sell all or a portion of their shares of common stock being offered in this prospectus from time to time. The shares being resold constitute approximately 63.7% of the total outstanding shares of our common stock. The selling stockholders will sell their shares of our common stock at a price of $0.15 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that we will be able to obtain an OTCBB listing. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. We will not receive any proceeds from the resale of shares of common stock by the selling stockholders. However, we have received proceeds from the sale of shares of common stock that are presently outstanding. We will pay for expenses of this offering.
In connection with any sales, any broker or dealer participating in such sales may be deemed to be an underwriter within the meaning of the Securities Act.
Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully consider the various Risk Factors described beginning on page 2 before investing in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.
The information in this prospectus is not complete and may be changed. The selling stockholders may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
The date of this prospectus is ____________, 2005.
Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.
1
The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.
TABLE OF CONTENTS
PAGE NUMBER |
|
GLOSSARY |
4 |
PROSPECTUS SUMMARY |
6 |
Our Business |
6 |
The Offering |
6 |
Summary Financial Data |
6 |
RISK FACTORS |
7 |
Risks Associated with Our Business |
7 |
We have a limited operating history with losses and expect losses to continue which could eventually raise concerns about our ability to continue as a going concern. |
7 |
We will require additional financing to develop our existing exploration claims or acquire additional resource assets. |
7 |
The validity of mining claims could be challenged which could force us to curtail or cease our business operations. |
8 |
No assurance of titles |
8 |
Estimates of mineral reserves and of mineralized material are inherently forward-looking statements, subject to error, which could force us to curtail or cease our business operations. |
8 |
Geologic uncertainty and inherent variability. |
9 |
Metal price variability |
9 |
Changes in environmental and mining laws and regulations |
9 |
Environmental controls could curtail or delay the exploration and development of our claims and impose significant costs on us. |
9 |
The exploration, development and operation of mining projects involve numerous uncertainties. |
10 |
Gold exploration is highly speculative, involves substantial expenditures, and is frequently non-productive. |
11 |
Mineral exploration is highly speculative. |
11 |
The price of gold and other commodities are highly volatile and a decrease in commodity prices can have a material adverse effect on our business. |
11 |
Mining risks and insurance could have an adverse effect on our business. |
11 |
We are dependent on key personnel, the loss of whom could have an adverse effect. |
11 |
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Risks Associated with Our Common Stock |
12 |
There is no active trading market for our common stock and you may be unable to sell your shares of our common stock if a market does not develop for our common stock. |
12 |
Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and the NASD's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock. |
12 |
Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock. |
12 |
Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and may experience further dilution. |
12 |
Other Risks |
12 |
Because all of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the management for misconduct and may not be able to enforce judgement and civil liabilities against our officers, directors, experts and agents. |
12 |
FORWARD-LOOKING STATEMENTS |
13 |
SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE |
13 |
THE OFFERING |
13 |
USE OF PROCEEDS |
13 |
DETERMINATION OF OFFERING PRICE |
13 |
DILUTION |
14 |
DIVIDEND POLICY |
14 |
BUSINESS |
14 |
MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION |
23 |
PROPERTY |
24 |
MANAGEMENT |
24 |
EXECUTIVE COMPENSATION |
25 |
DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES |
26 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
27 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
28 |
PLAN OF DISTRIBUTION |
28 |
SELLING STOCKHOLDERS |
30 |
DESCRIPTION OF CAPITAL STOCK |
31 |
LEGAL PROCEEDINGS |
32 |
LEGAL MATTERS |
32 |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
32 |
EXPERTS |
32 |
INTEREST OF NAMED EXPERTS AND COUNSEL |
32 |
MARKET FOR OUR COMMON STOCK AND RELATED SHAREHOLDER MATTERS |
32 |
WHERE YOU CAN FIND MORE INFORMATION |
33 |
FINANCIAL STATEMENTS |
34 |
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GLOSSARY
Aeromagnetic survey - A geophysical survey using a magnetometer aboard, or towed behind, an aircraft.
Airborne survey - A survey made from an aircraft to obtain photographs, or measure magnetic properties, radioactivity, etc.
Alteration - Any physical or chemical change in a rock or mineral subsequent to its formation.
Anomaly - Any departure from the norm which may indicate the presence of mineralization in the underlying bedrock.
Assay - A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.
Breccia - A rock in which angular fragments are surrounded by a mass of fine-grained minerals.
Claim - A portion of land held either by a prospector or a mining company.
Development - Underground work carried out for the purpose of opening up a mineral deposit. Includes shaft sinking, crosscutting, drifting and raising.
Development drilling - drilling to establish accurate estimates of mineral reserves.
Diamond drill - A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections.
Dilution (of shares) - A decrease in the value of a company's shares caused by the issue of treasury shares.
Disseminated ore - Ore carrying small particles of valuable minerals spread more or less uniformly through the host rock.
Drill-indicated reserves - The size and quality of a potential orebody as suggested by widely spaced drill holes; more work is required before reserves can be classified as probable or proven.
EM survey - A geophysical survey method which measures the electromagnetic properties of rocks.
Epithermal deposit - A mineral deposit consisting of veins and replacement bodies, usually in volcanic or sedimentary rocks, containing precious metals or, more rarely, base metals.
Equity financing - The provision of funds by selling of shares by the Company.
Exploration - Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.
Fault - A break in the Earth's crust caused by tectonic forces which have moved the rock on one side with respect to the other.
Geochemistry - The study of the chemical properties of rocks.
Geology - The science concerned with the study of the rocks which compose the Earth.
Geophysics - The study of the physical properties of rocks and minerals.
Geophysical survey - A scientific method of prospecting that measures the physical properties of rock formations. Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.
Grab sample - A sample from a rock outcrop that is assayed to determine if valuable elements are contained in the rock. A grab sample is not intended to be representative of the deposit, and usually the best-looking mineralization is selected.
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Host rock
- Loosely used to describe the general mass of rock adjacent to an orebody. Also known as the country rock.Mineralization - Usually refers to valuable metals or minerals distributed within a rock.
Mineral Resource - Mineral Resources are sub-divided, in order of increasing confidence, into Inferred, Indicated and Measured categories. An Inferred Resource is an early stage estimate based on limited sampling and reasonably assumed geological continuity while a Measured Resource has sufficient sampling to allow production planning and evaluation of the economic viability of the deposit.
Mineral Reserve - Mineral Reserves are the economically mineable part of a Measured or Indicated Mineral Resource, sub-divided in order of increasing confidence into Probable Mineral Reserves (from Indicated Resources) and Proven Mineral Reserves (from Measured Resources).
Net smelter return - A share of the net revenues generated from the sale of metal produced by a mine.
Orebody - A natural concentration of mineralization that can be extracted and sold at a profit.
Reclamation - The restoration of a site after mining or exploration activity is completed.
Recovery - The percentage of valuable metal in the ore that is recovered by metallurgical treatment.
Resistivity geophysical survey - A geophysical technique used to measure the resistance of a rock formation to an electric current.
Reverse circulation drill - a type of rock drill that crushes a core, which is then recovered.
Spot price - Current delivery price of a commodity traded in the spot market.
Trench - A long, narrow excavation dug through overburden, or blasted out of rock, to expose a vein or mineralized structure.
Vein - A fissure, fault or crack in a rock filled by minerals that have travelled upwards from some deep source.
Working capital - The liquid resources a company has to meet day-to-day expenses of operation; defined as the excess of current assets over current liabilities.
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As used in this prospectus, the terms "we", "us", "our", and "
Golden Aria" mean Golden Aria Corp. unless otherwise indicated.All dollar amounts refer to US dollars unless otherwise indicated.
PROSPECTUS SUMMARY
Golden Aria is an exploration stage company and we have no revenues to date. The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere in this prospectus. Consequently, this summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the "Risk Factors" section and the documents and information incorporated by reference into it.
Our Business
Golden Aria is a Nevada corporation with its business offices located at 500 - 625 Howe Street, Vancouver BC V6C 2T6. Our telephone number is (604) 688-0833. We were incorporated in Nevada on November 24, 2004. Since its inception, the Company has been engaged in the business of exploring for minerals, primarily gold and silver, and acquiring, exploring and developing mineral properties in the Western United States, solely in Nevada. We have acquired a mining interest in one property located in Eureka County, Nevada. We are exploring for gold on the property. We have not generated any revenue or conducted any development operations since inception. We are conducting exploration activities during 2005 and will continue doing so in 2006 and beyond.
We have entered into an exploration agreement with an option to joint venture (the "Exploration Agreement") with Miranda U.S.A. Inc. ("Miranda"), a private Nevada company. Miranda has granted us the sole and exclusive right and option to acquire a 60% interest in a mineral lease held by Miranda on 64 claims situated in Eureka County, Nevada. As of August 31, 2005 we have total assets of $340,018 and our total liabilities are $27,101.
The Offering
This prospectus relates to 8,545,000 shares of our common stock to be sold by the selling stockholders identified in this prospectus. There are currently 13,410,000 shares of our common stock issued and outstanding and we have no other securities issued and outstanding. The selling stockholders will sell their shares of our common stock at a price of $0.15 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. There can be no assurances, however, that we will be able to obtain an OTC Bulletin Board listing. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. We will not receive any of the proceeds of the shares of common stock offered by the selling stockholders.
Summary Financial Data
The summarized financial data presented below is derived from and should be read in conjunction with our audited financial statements, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled "Management's Discussion and Analysis of Financial Conditions " beginning on page 23 of this prospectus.
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For the period from November 24, 2004 (inception) to
Revenue
$Nil
Net Loss for the Period
$(167,683)
Loss Per Share - basic and diluted
$(0.02)
At August 31, 2005
Working Capital
$312,916
Total Assets
$340,018
Total Stockholders' Equity
$312,917
Deficit Accumulated in the Exploration Stage
$167,683
August 31, 2005
RISK FACTORS
An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating Golden Aria and its business before purchasing shares of common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.
Risks Associated with our Business
We have not generated any revenues since our incorporation and we will, in all likelihood, continue to incur operating expenses without revenues until we are able to successfully commercialize our exploration claims. Our business plan requires us to incur $1,000,000 in exploration expenses on our property over the next four years, from April 6, 2005, the first part of which has been completed. Further, cash payments totaling $200,000 are required to be made over this same period, with the 2005 payment having been completed. We may not be able to complete all of these payments, thus forfeiting our property option. We have incurred operating losses of $167,683 since inception. We may not be able to successfully commercialize our exploration claims or ever become profitable. We currently meet the definition of a going concern, but expenses and costs could eventually raise substantial doubt about our ability to continue as a going concern.
We will require additional financing to develop our existing exploration claims or acquire additional resource assets.
Because we have not generated any revenue from our business and we cannot anticipate when we will be able to generate revenue from our business, we will need to raise additional funds for the development and production of our exploration claims. We do not currently have sufficient financial resources to fund the acquisition of additional exploration or development claims. We do not currently have sufficient financial resources to meet all of the terms of our four-year option agreement related to our exploration claims, meaning we may not be able to retain our interest in these claims. We anticipate that we will need to raise further financing after the next 12 month period. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our property and development plans. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders.
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The validity of mining claims could be challenged which could force us to curtail or cease our business operations.
Mining claims located on federal land involve mineral rights that are subject to the claims procedures established by the General Mining Law. We must make certain filings with the county in which the land or mineral is situated and with the Bureau of Land Management and pay an annual holding fee. If we fail to make the annual holding payment or make the required filings, our mining claim could be void or voidable. Because mining claims are self-initiated and self-maintained rights, they are subject to unique vulnerabilities not associated with other types of property interests. It is difficult to ascertain the validity of unpatented mining claims from public property records and, therefore, it is difficult to confirm that a claimant has followed all of the requisite steps for the initiation and maintenance of a claim. The General Mining Law requires the discovery of a valuable mineral on each mining claim in order for such claim to be valid, and rival mining claimants and the United States may challenge mining claims. Under judicial interpretations of the rule of discovery, the mining claimant has the burden of proving that the mineral found is of such quality and quantity as to justify further development, and that the deposit is of such value that it can be mined, removed and disposed of at a profit. The burden of showing that there is a present profitable market applies not only to the time when the claim was located, but also to the time when such claim's validity is challenged. However, only the federal government can make such challenges; they cannot be made by other individuals with no better title rights than those of Golden Aria. It is therefore conceivable that, during times of falling metal prices, claims that were valid when they were located could become invalid if challenged. Title to unpatented claims and other mining properties in the western United States typically involves certain other risks due to the frequently ambiguous conveyance history of those properties, as well as the frequently ambiguous or imprecise language of mining leases, agreements and royalty obligations. No title insurance is available for mining. In the event we do not have good title to our properties, we would be forced to curtail or cease our business operations.
No Assurance of Titles
While the Company has obtained satisfactory title reports on all of the properties in which it has or may acquire an interest, other parties may dispute title to such mineral properties. Under the 1872 Mining Law, certain of the claims may overlie senior valid unpatented claims, or their location or discovery monuments may be located on state lands or lands not otherwise open to location under the 1872 Mining Law. However, the Company does not consider that the invalidity of any such claims will materially affect the exploration potential of the remainder of such properties. While title to the properties has been diligently investigated and, to the best of the Company's knowledge, title to all properties in which it has, or has the right to acquire, an interest is in good standing, this should not be construed as a guarantee of title. The properties may be subject to prior unregistered agreements or transfers or land claims by native, aboriginal or indigenous peoples and title may be affected by undetected defects or governmental actions. None of the unpatented mining claims in which the Company has, or has the right to acquire an interest in have been surveyed and accordingly, the precise location of the boundaries of the claims and ownership of mineral rights in specific tracts of land comprising the claims may be in doubt.
Estimates of mineral reserves and of mineralized material are inherently forward-looking statements, subject to error, which could force us to curtail or cease our business operations.
We have no mineral reserves or resources although it is our intent as an exploration company to one day have mineral reserves or resources. Estimates of mineral reserves and of mineralized material are inherently forward-looking statements subject to error. Although estimates of proven and probable reserves are made based on a high degree of assurance in the estimates at the time the estimates are made, unforeseen events and uncontrollable factors can have significant adverse impacts on the estimates. Actual conditions will inherently differ from estimates. The unforeseen adverse events and uncontrollable factors include but are not limited to: geologic uncertainties including inherent sample variability, metal price fluctuations, fuel price increases, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be predicted.
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Geologic uncertainty and inherent variability.
In the event that mineralized resources or reserves are ever discovered or acquired, there remains inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There may also be unknown geologic details that have not been identified or correctly appreciated at the current level of delineation. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of the resulting variances can have a positive effect and others can have a negative effect on mining operations. Acceptance of these uncertainties is part of any mining operation.
Metal price variability.
The prices for gold, silver, copper and other metals fluctuate in response to many factors beyond anyone's ability to predict. The prices used in making any reserve estimates may differ from daily prices quoted in the news media. The percentage change in the price of a metal cannot be directly related to the estimated reserve quantities, which are affected by a number of additional factors. For example, a 10 percent change in price may have little impact on the estimated reserve quantities and affect only the resultant positive cash flow, or it may result in a significant change in the amount of reserves. Because mining occurs over a number of years, it may be prudent to continue mining for some period during which cash flows are temporarily negative for a variety of reasons including a belief that the low price is temporary and/or the greater expense incurred in closing a property permanently.
Changes in environmental and mining laws and regulations.
Golden Aria believes that it currently complies with existing environmental and mining laws and regulations affecting its operations. While there are no currently known proposed changes in these laws or regulations, significant changes have affected the industry in the past and additional changes may occur in the future.
The Company's operations are subject to environmental laws, regulations and rules promulgated from time to time by government. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means stricter standards and enforcement. Fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. The Company intends to comply with all environmental regulations in the United States and Canada.
Environmental controls could curtail or delay the exploration and development of our claims and impose significant costs on us.
We are required to comply with numerous environmental laws and regulations imposed by federal and state authorities. At the federal level, legislation such as the Clean Water Act, the Clean Air Act, the RCRA, CERCLA and the National Environmental Policy Act impose effluent and waste standards, performance standards, air quality and emissions standards and other design or operational requirements for various components of mining and mineral processing, including gold and copper ore mining and processing. In January 2001, the Bureau of Land Management amended its surface management regulations to require bonding of all hard rock mining and exploration operations involving greater than casual use to cover the estimated cost of reclamation. In addition, insurance companies are now requiring additional cash collateral from mining companies in order for the insurance companies to issue the surety bond. In the event we are unable to meet remaining financial obligations for the surety bond, the insurance company could force us to curtail or cease future operations.
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Many states, including the State of Nevada, have also adopted regulations that establish design, operation, monitoring, and closing requirements for mining operations. Under these regulations, mining companies are required to provide a reclamation plan and financial assurance to insure that the reclamation plan is implemented upon completion of mining operations. Additionally, Nevada and other states require mining operations to obtain and comply with environmental permits, including permits regarding air emissions and the protection of surface water and groundwater. Although we are currently in compliance with applicable federal and state environmental laws, changes in those laws and regulations may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in our intended exploration, development and production activities. Any of these results could force us to curtail or cease our business operations.
The exploration, development and operation of mining projects involve numerous uncertainties.
Mine exploration and development projects typically require a number of years and significant expenditures during the development phase before production is possible. Exploration offers no guarantee, and no realistic ability to project a probability, of ever successfully discovering economically feasible ore resources or reserves.
Development projects are subject to the completion of successful feasibility studies, issuance of necessary governmental permits and receipt of adequate financing. The economic feasibility of development projects is based on many factors such as:
estimation of reserves;
anticipated metallurgical recoveries;
future gold prices; and
anticipated capital and operating costs of such projects.
Mine development projects may have limited or no relevant operating history upon which to base estimates of future operating costs and capital requirements. Estimates of proven and probable reserves and operating costs determined in feasibility studies are based on geologic and engineering analyses.
Any of the following events, among others, could affect the profitability or economic feasibility of a project:
unanticipated changes in grade and tonnage of ore to be mined and processed;
unanticipated adverse geotechnical conditions;
incorrect data on which engineering assumptions are made;
costs of constructing and operating a mine in a specific environment;
availability and cost of processing and refining facilities;
availability of economic sources of power;
adequacy of water supply;
adequate access to the site;
unanticipated transportation costs;
government regulations (including regulations relating to prices, royalties, duties, taxes, restrictions on production, quotas on exportation of minerals, as well as the costs of protection of the environment and agricultural lands);
fluctuations in commodities prices; and
accidents, labor actions and force majeure events.
Any of the above referenced events may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in our intended exploration, development and production activities. Any of these results could force us to curtail or cease our business operations.
10
Gold exploration is highly speculative, involves substantial expenditures, and is frequently non-productive.
Gold exploration involves a high degree of risk and exploration projects are frequently unsuccessful. Few prospects that are explored end up being ultimately developed into producing mines. To the extent that we continue to be involved in gold exploration, the long-term success of our operations will be related to the cost and success of our exploration programs. We cannot assure you that our gold exploration efforts will be successful. The risks associated with gold exploration include:
the identification of potential gold mineralization based on superficial analysis;
the quality of our management and our geological and technical expertise; and
the capital available for exploration and development.
Substantial expenditures are required to determine if a project has economically mineable mineralization. It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities. Because of these uncertainties, our current and future exploration programs may not result in the discovery of reserves, the expansion of our existing reserves or the further development of our mines.
Mineral exploration is highly speculative.
Exploration for minerals is highly speculative and involves greater risks than are inherent in many other industries. Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Also, because of the uncertainties in determining metallurgical amenability of any minerals discovered, the mere discovery of mineralization may not warrant the mining of the minerals on the basis of available technology. The exploration targets on the properties we own, lease or acquire in the future may not contain commercially mineable mineral deposits.
The price of gold and other commodities are highly volatile and a decrease in commodity prices can have a material adverse effect on our business.
The profitability of gold and other mining operations is directly related to the market prices of gold and other commodities. The market prices of gold and commodities fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations of gold and commodities from the time development of a mine is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop a property at a time when the price of gold or copper makes such exploration economically feasible and, subsequently, incur losses because the price of gold or copper decreases. Adverse fluctuations of the market prices of gold and copper, respectively, may force us to curtail or cease our business operations.
Mining risks and insurance could have an adverse effect on our business.
Our operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as unusual or unexpected geological formations, environmental pollution, personal injuries, flooding, cave-ins, changes in technology or mining techniques, periodic interruptions because of inclement weather and industrial accidents. Although we currently maintain insurance to ameliorate some of these risks, more fully described in the description of our business in this Prospectus, such insurance may not continue to be available at economically feasible rates or in the future be adequate to cover the risks and potential liabilities associated with exploring, owning and operating our properties. Either of these events could cause us to curtail or cease our business operations.
We are dependent on key personnel, the loss of whom could have an adverse effect.
We are dependent on the services of certain key executives, including Gerald Carlson, President and Director, and Chris Bunka, Chairman and CEO. The loss of either of these individuals could force us to curtail our business and operations. We currently do not have key person insurance on these individuals.
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Risks Associated with our Common Stock
There is no active trading market for our common stock and you may be unable to sell your shares of our common stock if a market does not develop for our common stock.
There is currently no active trading market for our common stock and such a market may not develop or be sustained. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.
Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and the NASD's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.
Our stock is a penny stock. (See "Market for our Common Stock and Related Stockholder Matters".) Our securities are subject to the penny stock rules promulgated by the Securities and Exchange Commission, which impose additional sales practice disclosure requirements. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock and adversely affect the price of our shares.
In addition to the "penny stock" rules, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for the customer. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock.
We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Investors seeking dividend income or liquidity should not invest in our common stock.
Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and may experience further dilution.
We are authorized to issue up to 75,000,000 shares of common stock, of which 13,410,000 shares are issued and outstanding. Our Board of Directors has the authority to cause the company to issue additional shares of common stock, and to determine the rights, preferences and privilege of such shares, without consent of any of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of Golden Aria in the future.
Other Risks
Because all of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the management for misconduct and may not be able to enforce judgment and civil liabilities against our officers, directors, experts and agents.
All of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.
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FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE
Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission (the "SEC") at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet web site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
THE OFFERING
This prospectus covers the resale by certain selling stockholders of 8,545,000 shares of common stock, of which 8,295,000 shares were issued pursuant to private placement offerings made by Golden Aria pursuant to Regulation S promulgated under the Securities Act and 250,000 shares were issued pursuant to Section 4(2) of the Securities Act of 1933.
USE OF PROCEEDS
The shares of common stock offered hereby are being registered for the account of the selling stockholders identified in this prospectus. All proceeds from the sales of the common stock will go to the respective selling stockholders. We will not receive any proceeds from the resale of the common stock by the selling stockholders.
DETERMINATION OF OFFERING PRICE
The selling stockholders may sell their shares of our common stock at a fixed price of $0.15 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that we will be able to obtain an OTC Bulletin Board listing. The offering price of $0.15 per share is based on the last sales price of our common stock on April 6, 2005 and does not have any relationship to any established criteria of value, such as book value or earnings per share. Additionally, because we have no significant operating history and have not generated any material revenues to date, the price of the common stock is not based on past earnings, nor is the price of the common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.
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DILUTION
Since all of the shares being registered are already issued and outstanding, no dilution will result from this offering.
DIVIDEND POLICY
We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our common stock, we intend to retain future earnings for use in our operations and the expansion of our business.
BUSINESS
General
Golden Aria Corp. was incorporated in the State of Nevada on November 24, 2004. We are an exploration stage company. We maintain our statutory registered agent's office and our business office at Business First Formations, Inc. 3702 South Virginia Street, Suite G12-401, Reno, Nevada 89509-6030. Our telephone number is (755) 825-5338. We maintain our principal executive offices at Suite 500 - 625 Howe Street, Vancouver, British Columbia V6C 2T6. Our telephone number is (604) 688-0833. Our business offices are leased from Business First Formations Inc. on a month-to-month basis and our monthly rental is $0. Our executive offices are rented from Copper Ridge Explorations Inc. on a month-to-month basis and our monthly rental is $500, for which we share 1,100 square feet of office space which includes three executive offices, which space is adequate for our purposes at this stage of our development.
Business
On April 6, 2005 we entered into an Exploration Agreement with Options for Joint Venture (the "Miranda Option Agreement") with Miranda U.S.A., Inc. ("Miranda"). Miranda holds a 100% interest as lessee in sixty-four mineral claims situated in Eureka County, Nevada. (See "Location and Access" for more detail.)
Miranda's interest in the property is held by way of a 20 year mining lease dated the 27 th day of May 2004 from Nevada North Resources (U.S.A.) Inc. ("Nevada North") which lease is called the "Coal Canyon Lease".
The Miranda Option Agreement provides that we can acquire an undivided 60% interest in Miranda's interest in the Coal Canyon Lease.
In order to earn our 60% interest we must carry out certain minimum exploration expenditures on the property and make certain payments to Miranda by December 31, 2008 (the "Earn-In Period"):
Exploration Expenditures
Exploration Expenditures |
Cumulative Exploration Expenditures |
|
By December 31, 2005 |
$50,000.00 |
$50,000.00 (completed) |
By December 31, 2006 |
$100,000.00 |
$150,000.00 |
By December 31, 2007 |
$300,000.00 |
$450,000.00 |
By December 31, 2008 |
$550,000.00 |
$1,000,000.00 |
Total |
$1,000,000.00 |
We have met our commitment for $50,000 in exploration expenditures in 2005 by carrying out an exploration program undertaken by Nevada-based contract geologists and geophysicists. The work included:
1:2400 scale geological mapping by consultant Randall Stoeberl;
a spontaneous potential/resistivity geophysical survey by R. Fox, of Practical Geophysics, a company located in Spring Creek, Nevada;
This work resulted in the Company identifying a number of drill targets, which are ready for drill testing.
Payments
On execution of the Miranda Option Agreement, we paid Miranda $15,000 and thereafter we must make the following cash and stock payments in order to maintain the option in good standing
Date |
Cash Payment |
March 25, 2006 |
$25,000.00 |
March 25, 2007 |
$25,000.00 |
March 25, 2008 |
$35,000.00 |
March 25, 2009 |
$100,000.00 |
In addition, we are to maintain the obligations of Miranda to Nevada North under the terms of the Coal Canyon Lease contained above, which includes payment of the following advanced minimum royalties to Nevada North.
Date
Cash Payment
May 27, 2005
$6,250.00 (paid)
May 27, 2006
$6,250.00
May 27, 2007
$10,000.00
May 27, 2008
$10,000.00
Stock Payment
In addition, we were to deliver two hundred and fifty thousand (250,000) common shares to Miranda, which was done in September 29, 2005. These shares are restricted and subject to the rules and provisions of Rule 144.
During the earn-in period until December 31, 2008, under the Miranda Option Agreement we are solely responsible to maintain the Property in good standing, including payments, filings and any other actions necessary. We must pay annual BLM claim maintenance fees of $125 per claim on or before September 1 st of each year as well as file an annual Notice of Intent to Hold to the County, with a fee of $8.50 per claim, on or before November 1 st of each year, in order to maintain the claims in good standing.
The Property is subject to a production royalty on all precious and base metals produced from the Property and the production royalty is dependent on the price of gold, as follows:
Gold Price |
Royalty Percentage |
$275 or less per ounce |
2.5% |
$275.01 to $375 per ounce |
3.0% |
$375.01 to $475 per ounce |
4.0% |
$475.01 or greater |
5.0% |
Any advance royalties paid by us to Nevada North will be credited against and fully recuperable from any production royalty that may be payable to Nevada North.
We have the right to purchase the production royalty down to a 2% production royalty by paying $1,000,000 for each 1% production royalty reduction.
The Miranda Option Agreement provides that if we stake additional properties in a defined area surrounding the Property, then Miranda may elect, upon paying its proportion of the acquisition costs, to make the new acquisition subject to the terms of the Miranda Option Agreement. We have a similar right in the event that Miranda makes an acquisition in the defined area.
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Termination
We may terminate the Miranda Option Agreement at any time, and upon that termination we would no longer be liable to pay the option payments to Miranda. If we terminate after June 1 st of any year, we would have to pay the Federal maintenance fees on the property, due in August of that year. If we have not completed our required exploration expenditures on the property by December 31, 2008 the Miranda Option Agreement will automatically terminate.
If we are in default of any of our obligations to Miranda, and we do not cure the default within fifteen (15) days of receiving written notice of the default, then our interest in the Miranda Option Agreement may be terminated and we would have no further interest in the property.
Once we have satisfied the earn-in obligations, we will have earned a 60% interest in Miranda's interest in the property and we will then enter into a joint venture agreement with Miranda whereby the ongoing costs of exploration and development of the property shall be shared as follows:
Golden Aria - 60%
Miranda - 40%
and this will apply to the advanced royalty payment to be made to Nevada North to maintain the lease in good standing.
The principal terms of the joint venture will be as follows:
A management committee will be formed, consisting of one representative of each party and will be responsible for approving programs and budgets and for determining the general policies and direction to be adopted by the operator in the conduct of the operations under this agreement.
Each party shall name one representative and each party shall be entitled to a vote equal to the participating interest of such party; in our case, 60%. Votes shall be by majority vote except certain items which would require a unanimous vote, among these being:
(a) acquisition or disposition of the property;
(b) conduct of business other than for exploration development or mining of the property; and
(c) borrowing or entering into any form of credit arrangements which involve a pledge of a party's participating interest.
We shall be the initial operator for the joint venture.
Programs by operator. If the operator does not propose a program and budget requiring an annual expenditure of $200,000 or more, then the non-operator may propose a program and budget of $200,000 or more and thereupon the non-operator shall become the operator.
Dilution of Interest. Upon earning our initial interest, our investment base in the joint venture for dilution purposes shall be $1,000,000 and Miranda's initial investment base shall be deemed to be $666,666.67. Additional expenditures by each party shall be added to its investment base.
If a party to the joint venture does not commit to paying its share of any approved program and budget, its participating interest shall be diluted by dividing: (1) the sum of: (a) the deemed value of the party's initial contribution; and (b) the total of all the party's later contributions; by (2) the sum of (a) and (b) above for all participants; and (c) the contributions of the other party under the current budget; then multiply the result by 100. The participating interest of the other party shall thereupon become the difference between 100% and the recalculated participating interest. Upon a party's participating interest having been reduced to 10%, its participating interest shall be automatically converted to a royalty on production from the property equal to 1% of net smelter returns and the party shall have no further interest under the joint venture agreement, except its royalty interest.
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Option for Additional Earn-In
Once we have satisfied our earn-in obligations described under "Business" above, we have the right, but not the obligation, to earn an additional 10% interest in the Coal Canyon Project by paying all expenditures associated with preparation of a bankable feasibility study for the Project. If we choose to earn this additional interest, we must complete the study within thirty-six (36) months of completing the earn-in.
Location and Access
According to Dr. Carlson, our President, the claims are located in west-central Eureka County, Nevada, along the Battle Mountain-Eureka mineral trend. The property is on the northwest flank of the northern Simpson Park Mountains and it extends into Pine Valley. Access to the property can be gained via secondary roads and tracks branching off either Nevada Highway 306 or Highway 278. Nearby towns include Elko (85mi/136km to the northeast), Carlin (65 mi/104 km to the north) and Eureka (60mi/95 km to the south).
The following is a list of the claims covered by the Coal Canyon Lease:
Eureka County, Nevada
Sections 17, 18, 20, 21, 28, and & 29 T25N, R49E M.D.B.M. Appendix A Claim List
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In order to keep the claims in good standing we must renew the claims each year by paying an annual BLM claim maintenance fee of $125 per claim on or before September 1
st of each year and by filing an annual Notice of Intent to Hold to the County, with a fee of $8.50 per claim, on or before November 1 st of each year.History
The Coal Canyon property has a long exploration history including work by Homestake Mining Company (early 1970's) and Amselco (1980's), prior to re-staking by Walter Schull in 1985. Following the re-staking effort, the property was leased to the Cordex Mineral Syndicate, Fisher Watt Gold Company, American Copper and Nickel Company (a subsidiary of Inco), Great Basin Exploration and Mining (GBEM), and most recently to Kennecott Exploration. These operators completed 39,200 feet of drilling in 81 holes. Exploration expenditures are estimated at $1 million USD. This estimate does not include property payments, claim rentals and filing fees.
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Topographical and Physical Environment
Coal Canyon is in the Rocky Hills 7.5 minute quadrangle of the Simpson Park Mountains. The project is within the Basin and Range province, a major physiographic region of the western United States. The region is typified by north-northeast trending mountain ranges separated by broad, flat alluvium filled valleys. Elevations on the project range from 5,000 feet (minimum) in the valley to 7,500 feet (maximum) on the Twin Peaks summit. The climate is dry with annual precipitation in the 5 to 10 inch (12-25cm) range. Temperatures range from 10 o -40 o Fahrenheit (-12 o to 5 o C) in the winter to highs exceeding 90 o Fahrenheit (32 o C) in the summer. Lower elevation foliage is typified by sagebrush, grasses and greasewood, whereas pinion, juniper and mountain mahogany are more typical of the mountain ranges.
Local Geology
The geology of the Coal Creek property includes a window of Lower Plate rocks of the Roberts Mountain Thrust that correlates with the main host rocks for disseminated gold deposits in northeastern Nevada. On the property, these include the Hanson Creek Formation, of Silurian to Ordovician age, consisting of dark, thin-bedded limestone and dolomite. This is overlain by the Silurian to Devonian Roberts Mountain Formation, divided into two parts. The lower part includes yellowish-weathering, laminated limestone with a basal chert horizon. The upper part consists of thin-bedded limy mudstone interbedded with thick-bedded, massive to brecciated fossiliferous limestone. These are in turn overlain by the Devonian Rabbit Hill limestone and McColley Canyon limestone.
These units are partially covered by Tertiary volcanic rocks, including rhyodacite breccias, lavas and related intrusive dikes of the Fye Canyon Formation and rhyodacite breccias and domes of the Twin Peaks Formation.
The youngest rocks on the property include Tertiary basalt flows and gravel deposits with Quaternary gravels and alluvial fan deposits.
Current Exploration
In the Summer of 2005 we carried out an exploration program undertaken by a Nevada-based contract geologist and geophysicist. The work included:
1:2400 scale geological mapping by R. Stoeberl;
rock sampling;
a spontaneous potential/resistivity geophysical survey by R. Fox, of Practical Geophysics.
A number of parallel faults and associated alteration were mapped within the property, as were several structures with coincident alteration. Gradient array resistivity survey (GAR) and spontaneous potential gradient survey (SPG) was carried out over an area of approximately 1.75 by 1.75 miles. GAR is a well-established method for detecting and delineating alteration zones, in particular silicification, as well as high angle fault zones. Effective search depth is 1,000 feet. SPG, on the other hand, detects oxidizing, vertically extensive sulphide mineralization . The resistivity data suggests that the surveyed area may contain several volcanic vents where low resistivity anomalies are associated with outcropping volcanics SPG data indicate that these possible vent features are not mineralized by veined sulfides, but in a few places their margins are SPG anomalous.
Work still in progress includes integration of results from our rock sample program and mercury soil gas survey. These results will be integrated with those of our other 2005 work programs described above, to provide final drill targeting information for the 2006 field season. Exploration efforts at Coal Canyon have identified a gold bearing hydrothermal system(s). The property presents strong encouragement for geologic and conceptual targets.
The cost of the work was approximately $56,500 and the work resulted in the Company identifying a number of drill targets, which we intend to drill test during 2006.
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Why the Property was Chosen
The area covered by the property has undergone intermittent periods of exploration work from the early 1970s to the present. Previous operators completed 39,200 feet of diamond drilling in 81 holes.
Coal Canyon is located in immediate proximity to a number of existing economic gold mines, newly discovered gold deposits and previously operating mines, including: the Pipeline mine complex (22.5 million ounces of contained gold [MM oz]), Cortez Hills/Pediment (9.4MM oz), Cortez mine (1.7MM oz), Horse Canyon mine (0.8MM oz), Buckhorn mine (0.4MM oz), Tonkin Springs mine (1.7MM oz), and Gold Bar (1.0MM oz).
Exploration efforts on the property have identified a gold-bearing hydrothermal system. The property presents strong encouragement for geologic and conceptual targets analogous to gold mineralization at Pipeline, Cortez Hills, and Horse Canyon.
Our Proposed Exploration Program
The combined compilation of previous geological exploration work on the property and adjacent properties plus the results of our 2005 exploration program have identified certain targets that we intend to drill test during 2006 and, possibly beyond.
In particular, our geological mapping has identified a number of structures or ancient fault zones that could have provided conduits for mineral-bearing hydrothermal fluids. The geological survey also identified favourable rock units that typically host gold mineralization in this part of Nevada. Key target areas occur where structures and favourable lithologies intersect. The mapping also defined a number of areas of hydrothermal alteration along these structures, further refining target areas. The geochemical surveys, both rock and soil, identify areas that have been enriched in gold and more volatile elements, such as arsenic and mercury, that are also associated with gold. The geophysics looks below surface, to depths of up to 1,000 feet. In particular, the GAR survey identifies areas of highly resistive rocks, often caused by silicification associated with gold deposition. The SPG survey identifies areas along the major structures that might contain pyrite, the iron sulphide mineral that is often associated with gold. The more of these targeting tools that are coincident in support of an anomaly, generally the higher the priority that target will have.
The four key target areas are defined by favorable stratigraphic and structural settings for bulk tonnage, disseminated gold mineralization, as supported by geophysics and geochemistry, as follows:
The favorable carbonate section along strike of hydrothermally-altered 015 to 030 striking faults exposed in the east-central portion of the property. Alteration may represent up-dip leakage from a large gold system in the lower Wenban and/or upper Roberts Mountains Formations, at depth. These structures project into a high resistivity area partially covered by volcanic rocks.
The mineralized Grouse Creek fault and parallel structures where they intersect cross-cutting 015 to 030 striking faults.
In the east-central map area, drilling should target the line of intersection between 270-280 and 015-030 striking faults where it intersects favorable lower Wenban and the upper Roberts Mountains Formations rocks. This drilling will also be testing the axis of the inferred syncline. On the eastern side of the property, drilling should target these faults in lower plate carbonate, beneath Tertiary basalt flows.
Northeast-striking faults with silicified breccias crop out in the central and eastern portion of the property. In this area, favorable carbonate rocks are mostly covered by post-mineral, rhyodacite lava flows. Where exposed, these structures cut the Wenban, Roberts Mountains and Hanson Creek Formations. Drilling is recommended to test favorable carbonate rocks and northeast structure beneath the volcanic flows.
Our recommended exploration program is in two phases, Phase I and Phase II, with the implementation of Phase II being contingent on positive results being obtained from the Phase I program.
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We must conduct exploration to determine whether any minerals are found that can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate the Coal Canyon property. We do not claim to have any minerals or reserves whatsoever at this time on any of the property.
Our President, Dr. Gerald Carlson, is a Professional Engineer in British Columbia (Member # 12513) and a qualified geologist who will supervise our exploration program. If and as needed as our exploration program unfolds, we will hire additional consulting geologists if we deem it to be necessary. Upon completion of each phase of the program, Dr. Carlson will analyze the results in the form of a geological report that will contain recommendations for either continued exploration of the property or abandonment of the claim. These recommendations will be based on Dr. Carlson's assessment of the potential of the property to host an economic mineral deposit based on results from exploration performed on the property.
As noted above in the "Current Exploration" section, we have already completed preliminary exploration consisting of mapping; geophysics; and sampling. We intend to continue our exploration program and intend to proceed in the following phases:
The Phase I program will unfold during 2006 and it is expected to cost up to $130,000 and will involve carrying out 3,000 feet of reverse circulation drilling, and require about one month to complete. This early drill program will test the three highest priority target areas and will provide additional sub-surface data that will provide more solid evidence as to the potential for the occurrence of gold mineralization at depth. This data will be very useful in designing a more exhaustive, subsequent drilling program. Although there is no assurance, the primary objective of this program is to intersect potentially economic grades of gold mineralization over mineable widths. This program will also serve to fulfill our contractual work commitments with our property partner Miranda, and keep us in good standing for the 2006 season. We currently have sufficient funds to complete the Phase I program during 2006.
A Phase II program would be initiated likely in 2007 to follow up on potentially positive results obtained from the Phase I drilling program. As the scope, and even the existence of the Phase II program would be determined in large part by the results of the Phase I program, it is not possible at this time to say with certainty what the Phase II program would entail. At this point our best estimate is that it would be comprised of approximately 12,500 feet of reverse circulation drilling and sampling, with an estimated budget of $345,000 and could require up to three months to plan and complete. This proposed Phase II program could be conducted during 2007 or not at all.
We do not currently have sufficient funds in our treasury to complete the intended Phase II program. We would have to raise additional funds to complete the Phase II program and if we are unable to raise those funds, the Phase II program may not occur.
We are required to apply for and receive a permit for both Phase 1 and for Phase 2 drilling exploration programs. If we were unable to obtain or were delayed in obtaining the permits on time, then our intended exploration programs could be delayed, although we do not believe we will be unable to obtain or be delayed in obtaining the required permits.
If we find mineralized materials, we intend to develop the reserves ourselves, and/or bring in other interested parties or partners. We plan to raise more money through private placements, public offerings or by bringing in other partners. The costs to develop any reserves are likely to be substantial and we may not raise enough money to cover these costs."
Competitive Factors
The gold mining industry includes companies of all sizes, from the large production and exploration companies to the smallest companies. We are within the latter group, but all major companies have had a small or at least modest beginning. We compete with other exploration companies looking for gold. We are one of the smallest exploration companies in existence. We are a very small participant in the gold mining exploration business. While we compete with other exploration companies, there is no competition for the exploration or removal of mineral from out of our property. Readily available gold markets exist in the United States and around the world for the sale of gold. Therefore, we will be able to sell any gold that we are able to recover.
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Our mineral exploration program is subject to the U.S. Department of Interior, Bureau of Land Management ("BLM") regulation, under the Federal Land Policy and Management Act of 1976 . The BLM sets forth rules for locating claims, working claims and reporting work performed on the mineral claims. We must make a payment of $125 on each claim on or before August 31 st in each year we hold or have an interest in the claim.
Phases I and II of our exploration program require a permit from the BLM. We will also require a permit under the laws of Nevada from the Division of Environmental Protection ("DEP") of the State Department of Conservation and Natural Resources.
If there is to be disturbance to the surface of the land, the BLM may require a reclamation bond, which bond will be in an amount estimated by us to remedy surface disturbances caused by our exploration. We do not expect the amount of the bond to exceed $30,000, which we would put up in cash. Upon completing reclamation to the satisfaction of the BLM following our exploration program, we will be repaid the amount of the bond.
We must comply with these laws to operate our business. Compliance with these laws, rules and regulations will not adversely affect our operation.
We are also required to give a written notice to the BLM office prior to the commencement of exploration activities.
We are required to reclaim our mining claim after we have completed our exploration program. We must remove any garbage, drums of fuel, clean any spills and remedy any surface disturbances.
If our exploration program is successful and we decide to commence mineral production, we are required to submit a mining plan to the BLM that is based on our environmental impact study and our feasibility study.
Upon the receipt of the mining permit from the BLM, we would then commence mineral production.
Environmental Law
The Coal Canyon property is not subject to any known environmental liabilities and there are no known occurrences of special status species within the property. We are subject to BLM regulations and must file a notice with the BLM office prior to conducting any exploration activities or remedial reclamation. A reclamation bond must be posted with the BLM for the reclamation of any surface disturbances. At this time, as we have not conducted any exploration work that involves surface disturbances, we have not yet been required to post a reclamation bond.
We will secure all necessary permits for exploration and if mining is warranted on the property, we will file final plans of operation and secure all necessary permits before we start any mining operations. If we abandon the property, all holes, pits and shafts will be sealed, upon abandonment. It is difficult to estimate the full cost of compliance with the environmental laws, since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what will be involved, from an environmental standpoint.
We are in compliance with BLM regulations and will continue to comply in the future. We believe that compliance with BLM regulations will not adversely affect our business operations in the future.
Employees and Employment Agreements
Initially, we intend to use the services of sub-contractors for manual labour exploration work and drilling on our properties. Our only technical employee will be Dr. Carlson, our President and a Director.
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We entered into a consulting agreement with Dr. Gerald G. Carlson's company, KGE Management Ltd. on March 1, 2005. Under this agreement, Dr. Carlson will provide geological and corporate administration consulting services to the Company, such duties and responsibilities to include the provision of geological consulting services, strategic corporate and financial planning, management of the overall business operations of the Company, and the supervision of office staff and exploration and mining consultants. Dr. Carlson, through KGE Management Ltd., is currently reimbursed at the rate of $2,000 per month. We may terminate this agreement without prior notice based on a number of conditions. Dr. Carlson or KGE Management Ltd. may terminate the agreement at any time by giving 30 days written notice of their intention to do so.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND PLAN OF OPERATIONS
Most of our overhead expenses for the period ending August 31, 2005 are for accounting and legal expenses. Our entire loss for the period of $167,683 includes $110,790 spent on exploration and property costs. We are pleased with our financial results, including our ability to raise private capital that has allowed us to fund this year's exploration program and remain in good standing on our optioned Coal Canyon exploration property.
During the 2005 field season to September 30, 2005, we have spent approximately $56,500 conducting our exploration program. The results of this early phase exploration support our intent to continue our exploration programs into 2006 and beyond with one or more drilling programs, described above. Our expenditures during the 2005 field season meet the minimum expenditures required to retain in good standing our option on the Coal Canyon property.
Because of increased activity, we expect our overhead, exploration and property costs to rise for the period ending August 31, 2006. Exploration expenditures during the 2006 field season have a preliminary budget of not more than $130,000. Property payments for all of 2006 total $31,250. Claim maintenance costs of $125 per claim to BLM and $8.50 per claim to the county, are a total of $8,544 per year. Operational overhead for all of 2006 should be less than $60,000. We currently have sufficient funds to conduct our planned 2006 exploration program, make scheduled property payments, and operate our company for the next 12 months.
We do not currently have sufficient funds to fund intended corporate and exploration activities in the period beyond 12 months, but will attempt to raise those funds during 2006 in preparation for the 2007 season.
Purchase or Sale of Equipment
At this time we do not expect to purchase or sell any plant or significant equipment.
Results of Operations
Our company was formed in November 2004. We acquired our mining interest located in the Cortez Hills trend of Nevada and have commenced exploration on this property. By the Spring of 2005 we had raised funds in the amount of $443,100 through private placements. During 2005 we conducted exploration activities on the Nevada property, which have produced sufficiently encouraging results to justify additional exploration work going forward. We presently intend to continue our exploration and possible development of our Nevada property.
23
Liquidity and Capital Resources
At August 31, 2005, we had $338,930 in cash. We anticipate that our total operating expenses will be between $230,000 and $300,000 for the next twelve months. In the opinion of our management, available funds should satisfy our working capital requirements up to December 31, 2006. We do not need to raise additional capital in the next 12 months either for operational expenses, or to maintain our Nevada claims in good standing. As of August 31, 2005 our total assets were $340,018 and our total liabilities were $27,101.
PROPERTY
Golden Aria uses office space located at suite 500 - 625 Howe Street, Vancouver, British Columbia V6C 2T6, which facilities are rented to us by Copper Ridge Explorations Inc. for $500 per month, on a month-to-month basis.
MANAGEMENT
Directors and Executive Officers of Golden Aria
All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our Board of Directors and hold office until their death, resignation or removal from office.
Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name |
Position Held with the Company |
Age |
Date First
|
Gerald Carlson |
Director and President |
59 |
Director and President since March 2005 |
Diane Rees |
Director, Chief Financial Officer, Secretary and Treasurer |
49 |
Director, Chief Financial Officer, Secretary and Treasurer since November 2004 |
Chris Bunka |
Chairman and Chief Executive Officer |
45 |
Director, since November 2004 |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Gerald Carlson, Director and President
Dr. Carlson has served as our President and as one of our directors since March 2005. Dr. Carlson has devoted approximately 15% of his professional time to our business and intends to continue to devote this amount of time in the future, or more if required by corporate events.
From March 1999 to present, Dr. Carlson has been the President and Co-Founder of Copper Ridge Explorations Inc., a publicly listed company located in Vancouver, British Columbia and a junior explorer with exploration projects in Alaska, Yukon, British Columbia and Mexico, currently focused on iron oxide copper-gold targets in the Yukon.
From February 1999 to present Dr. Carlson has been Chairman of IMA Exploration Inc., a publicly listed junior exploration company headquartered in Vancouver, British Columbia with active exploration projects in Argentina and Peru, currently developing the new Navidad silver discovery in Argentina.
24
From February 2000 to October 2004, Dr. Carlson was the President of Nevada Star Resource Corp., a publicly listed company located in Vancouver, British Columbia, exploring for nickel-copper-PGEs (platinum group metals) in Alaska.
Dr. Carlson received his PhD. through Dartmouth College in 1978, his M.Sc. from Michigan Technological University in 1974, and a BSc. from the University of Toronto, majoring in Geological Engineering in 1969.
Diane Rees, Director, Secretary Treasurer and Chief Financial Officer
Ms. Rees has served as our Secretary Treasurer and one of our directors since November 2004. Ms. Rees has devoted approximately 5% of her professional time to our business and intends to continue to devote this amount of time in the future or more as required.
From 1997 to present she has been a project co-ordinator at Karmel Capital Corporation, a private company located in Vancouver, British Columbia. Ms. Rees took the Canadian Securities Course in 1985, accounting, data processing, law, economics and business math courses at the University of British Columbia and via correspondence from 1979 to 1981, and business finance, management in industry and principals of supervision courses at the B.C. Institute of Technology from 1982 to 1984.
Chris Bunka, Chairman of the Board and Chief Executive Officer
Mr. Bunka has served as one of our directors since November 2004. Mr. Bunka has devoted approximately 15% of his professional time to our business and intends to continue to devote this amount of time in the future, or more as required.
Since 1988 Mr. Bunka has been CEO of CAB Financial Services Ltd., a private holding company located in Kelowna, Canada. He is a venture capitalist and corporate consultant. He is also a business commentator and has provided business updates to Vancouver radio station CKWX from 1998 to present. He has also written business and investment articles published in various North American publications.
From 1999 to 2002, Mr. Bunka was President and CEO of Secure Enterprise Solutions (symbol SETP-OTC) (formerly Newsgurus.com, symbol NGUR-OTC). The company subsequently changed its name to Edgetech Services and trades on the OTC with the symbol EDGH. Newsgurus.com was a web-based media company. Secure Enterprise Solutions moved into Internet-based computer security products and services and was subsequently purchased by Edgetech Services.
Committees of the Board
We do not have an audit or compensation committee at this time.
Family Relationships
There are no family relationships between any director or executive officer.
EXECUTIVE COMPENSATION
The following table summarizes the compensation of our President (Principal Executive Officer) and other officers and directors who received annual compensation in excess of $100,000 during the period from November 24, 2004 (incorporation) to August 31, 2005.
25
SUMMARY COMPENSATION TABLE |
||||||||
|
Long Term
|
Pay-
|
||||||
|
|
|
|
|
Securities
|
Restricted
|
|
|
Gerald Carlson
|
2005 |
$Nil |
Nil |
$9,046 1 |
Nil |
Nil |
Nil |
Nil |
Diane Rees
|
2005 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Chris Bunka
|
2005 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
1
Dr. Carlson received, through his holding company KGE Management Ltd., $9,933, including $887 for travel expenses, for the period from March 1, 2005 to August 31, 2005 pursuant to a consulting agreement dated March 1, 2005.We have entered into a consulting agreement with our President, Gerald Carlson, through his consulting company KGE Management Ltd. We have not entered into any other employment or consulting agreements with our other directors or executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future, but no such options have been issued at this time. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.
Directors Compensation
We reimburse our directors for expenses incurred in connection with attending board meetings but did not pay director's fees or other cash compensation for services rendered as a director in the period ended August 31, 2005.
We have no formal plan for compensating our directors for their service in their capacity as directors. In the future we may grant to our directors options to purchase shares of common stock as determined by our Board of Directors or a compensation committee, which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of Golden Aria other than services ordinarily required of a director. Other than indicated in this prospectus, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.
DISCLOSURE OF SEC POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The General Corporate Law of Nevada empowers a company incorporated in Nevada, such as Golden Aria, to indemnify its directors and officers under certain circumstances.
Our Certificate of Incorporation and Articles provide that no director or officer shall be personally liable to Golden Aria or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve material misconduct, fraud or a knowing violation of law, or the payment of dividends in violation of the General Corporate Law of Nevada.
26
Our Bylaws provide that no officer or director shall be personally liable for any obligations of Golden Aria or for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of Golden Aria. The Bylaws also state that we will indemnify and hold harmless each person and their heirs and administrators who shall serve at any time hereafter as a director or officer from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of their having heretofore or hereafter been a director or officer, or by reason of any action alleged to have heretofore or hereafter taken or omitted to have been taken by him or her as a director or officer. We will reimburse each such person for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada; provided, however, that no such persons shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his (or her) own negligence or wilful misconduct. Our Bylaws also provide that we, our directors, officers, employees and agents will be fully protected in taking any action or making any payment, or in refusing so to do in reliance upon the advice of counsel.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Golden Aria under Nevada law or otherwise, Golden Aria has been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Stockholders
The following table sets forth, as of November 30, 2005, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name and Address of
|
Amount and Nature of
|
Percentage
|
Piranha Investment Corporation,
|
1,300,000 common shares |
9.69% |
Gerald Carlson
|
600,000 common shares |
4.47% |
Diane Rees
|
50,000 common shares |
0.37% |
Chris Bunka
|
500,000 common shares |
3.73% |
Directors and Executive Officers as a Group |
1,150,000 common shares |
8.57% |
(1)
Based on 13,410,000 shares of common stock issued and outstanding as of November 30, 2005. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
27
Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of Golden Aria.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.
PLAN OF DISTRIBUTION
The selling stockholders may, from time to time, sell all or a portion of the shares of our common stock in one or more of the following methods described below. Our common stock is not currently listed on any national exchange or electronic quotation system. There is currently no market for our securities and a market may never develop. Because there is currently no public market for our common stock, the selling stockholders will sell their shares of our common stock at a price of $0.15 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. The shares of common stock may be sold by the selling stockholders by one or more of the following methods, without limitation:
(a) block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;
(b) purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this prospectus;
(c) an exchange distribution in accordance with the rules of the exchange;
(d) ordinary brokerage transactions and transactions in which the broker solicits purchasers;
(e) privately negotiated transactions;
(f) a combination of any aforementioned methods of sale; and
(g) any other method permitted pursuant to applicable law.
In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the selling stockholders or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with the selling stockholders to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholders. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such re-sales, the broker-dealer may pay to or receive from the purchasers of the shares, commissions as described above. Before the involvement of any broker-dealer in the offering, such broker-dealer must seek and obtain clearance of the underwriting compensation and arrangements from the NASD Corporate Finance Department.
28
The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholders intend to comply with the prospectus delivery requirements, under the Securities Act, by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act, which may be required in the event any selling stockholder defaults under any customer agreement with brokers.
If the selling stockholders enter into an agreement to sell their shares to a broker-dealer as principal and the broker-dealer is acting as an underwriter, and to the extent required under the Securities Act, we will file a post effective amendment to this registration statement to disclosing, the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction. We will also file the agreement between the selling stockholders and the broker-dealer as an exhibit to this registration statement.
We and the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are distribution participants and we, under certain circumstances, may be a distribution participant, Regulation M. All of the foregoing may affect the marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholders, the purchasers participating in such transaction, or both.
Any shares of common stock covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus. Rule 144 provides that any affiliate or other person who sells restricted securities of an issuer for his own account, or any person who sells restricted or any other securities for the account of an affiliate of the issuer of such securities, shall be deemed not to be engaged in a distribution of such securities and therefore not to be an underwriter thereof within the meaning of Section 2(a)(11) of the Securities Act if all of the conditions of Rule 144 are met. Conditions for sales under Rule 144 include:
(1) adequate current public information with respect to the issuer must be available;
(2) restricted securities must meet a one-year holding period, measured from the date of acquisition of the securities from the issuer or from an affiliate of the issuer;
(3) sales of restricted or other securities sold for the account of an affiliate, and sales of restricted securities by a non-affiliate, during any three month period, cannot exceed the greater of (a) 1% of the securities of the class outstanding as shown by the most recent statement of the issuer; or (b) the average weekly trading volume reported on all exchanges and through a automated inter-dealer quotation system for the four weeks preceding the filing of the Notice in Form 144;
(4) the securities must be sold in ordinary "brokers' transactions" within the meaning of section 4(4) of the Securities Act or in transactions directly with a market maker, without solicitation by the selling security holders, and without the payment of any extraordinary commissions or fees;
29
(5) If the amount of securities to be sold pursuant to Rule 144 during any three-month period exceeds 500 shares/units or has an aggregate sale price in excess of $10,000, the selling security holder must file a notice in Form 144 with the Commission.
The current information requirement listed in (1) above, the volume limitations listed in (3) above, the requirement for sale pursuant to broker's transactions listed in (4) above, and the Form 144 notice filing requirement listed in (5) above cease to apply to any restricted securities sold for the account of a non-affiliate if at least two years has elapsed from the date the securities were acquired from the issuer or from an affiliate.
Transfer Agent and Registrar
We have appointed Nevada Agency & Trust Company of Reno, Nevada as our stock transfer agent and registrar for our securities.
SELLING STOCKHOLDERS
All of the shares of common stock issued are being offered by the selling stockholders listed in the table below. None of the selling stockholders are broker-dealers or affiliated with broker-dealers.
The selling stockholders may offer and sell, from time to time, any or all of their common stock. Because the selling stockholders may offer all or only some portion of the shares of common stock listed in the table, no estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling stockholders upon termination of the offering.
The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of November 30, 2005, and the number of shares of common stock covered by this prospectus. The number of shares in the table represents an estimate of the number of shares of common stock to be offered by the selling stockholders. Other than as disclosed herein, none of the selling stockholders holds any position, office or other material relationship with the Company or its affiliates.
Name of Selling Stockholder and Position, Office or Material Relationship with Golden Aria |
Number of Shares Owned by Selling Stockholder Before Offering |
Percent of Total Issued & Outstanding Shares Owned by Selling Stockholder Before Offering |
Total Shares Registered |
Number of Shares Owned by Selling Stockholder After Offering
(1)
& Percent of Total Issued
|
|
# of Shares |
% of Class |
||||
Cody Bateman |
650,000 |
4.85% |
487,500 |
162,500 |
1.21% |
Ryan Bateman |
650,000 |
4.85% |
487,500 |
162,500 |
1.21% |
Kevin Bell |
650,000 |
4.85% |
487,500 |
162,500 |
1.21% |
Robert Bishop |
100,000 |
0.75% |
75,000 |
25,000 |
0.19% |
Ted Blackmore |
650,000 |
4.85% |
487,500 |
162,500 |
1.21% |
Bridge Mining Ltd. |
100,000 |
0.75% |
75,000 |
25,000 |
0.19% |
Garth Braun |
500,000 |
3.73% |
375,000 |
125,000 |
0.93% |
Katrin Braun |
500,000 |
3.73% |
375,000 |
125,000 |
0.93% |
Morgan Bunka |
175,000 |
1.30% |
131,250 |
43,750 |
0.33% |
Ian Cathery |
100,000 |
0.75% |
75,000 |
25,000 |
0.19% |
Gloria Czegledi |
2,500 |
0.02% |
1,875 |
625 |
0.00% |
Chris Dougans |
120,000 |
0.89% |
90,000 |
30,000 |
0.22% |
Gillian Dougans, spouse of director & officer, Chris Bunka |
500,000 |
3.73% |
375,000 |
125,000 |
0.93% |
30
(1)
Assumes all of the shares of common stock offered are sold.We may require the selling security holders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock, $0.001 par value. As of November 30, 2005, there were 13,410,000 shares of common stock issued and outstanding. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders, including the election of directors.
31
Each stockholder is entitled to receive the dividends as may be declared by our board of directors out of funds legally available for dividends and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our board of directors is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, future earnings, the operating and financial condition of Golden Aria, its capital requirements, general business conditions and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.
Stockholders do not have pre-emptive rights to subscribe for additional shares of common stock if issued by us. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock.
LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholders are an adverse party or have a material interest adverse to us.
LEGAL MATTERS
The validity of the shares of common stock offered by the selling stockholders will be passed upon by the law firm of Fraser and Company LLP, Vancouver, British Columbia.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
We engaged Ernst & Young LLP, Chartered Accountants, to audit our financial statements for the period November 24, 2004 (inception) to August 31, 2005. There has been no change in the accountants and no disagreements with Ernst & Young LLP, Chartered Accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure.
EXPERTS
Our financial statements for the period from November 24, 2004 (inception) to August 31, 2005 included in this prospectus and registration statement have been audited by Ernst & Young LLP, Chartered Accountants, as set forth in their report accompanying the financial statements and are included in reliance upon the report, given on the authority of the firm, as experts in accounting and auditing.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Currently there is no established public trading market for our common stock. We do not have any common stock subject to outstanding options or warrants to purchase and there are no securities outstanding that are convertible into our common stock. None of our issued and outstanding common stock can be sold pursuant to Rule 144 at this time. We are registering 8,545,000 shares of our common stock under the Securities Act for sale by the selling securities holders. There are current forty-four (44) holders of record of our common stock.
32
We have not declared any dividend on our common stock since the inception of our company on November 24, 2004. There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.
The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If we establish a trading market for our common stock, our common stock will most likely be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.
WHERE YOU CAN FIND MORE INFORMATION
We are not required to deliver an annual report to our stockholders. We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.
You may also read and copy any materials we file with the Securities and Exchange Commission at the SEC's public reference room at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.
We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. With respect to references made in this prospectus to any contract or other document of Golden Aria, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. Our filings and the registration statement can also be reviewed by accessing the SEC's website at http://www.sec.gov.
No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by Golden Aria Corp. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date of this prospectus.
33
FINANCIAL STATEMENTS
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
The following Financial Statements pertaining to Golden Aria are filed as part of this Prospectus:
Name |
Pages |
Golden Aria Corp. |
|
Report of Independent Registered Public Accounting Firm, dated December 16, 2005 |
F-2 |
Balance Sheet as at August 31, 2005 |
F-3 |
Statement of Stockholders' Equity for the period from November 24, 2004 (inception) to August 31, 2005 |
F-4 |
Statement of Operations for the period from November 24, 2004 (inception) to August 31, 2005 |
F-5 |
Statement of Cash Flows for the period from November 24, 2004 (inception) to August 31, 2005 |
F-6 |
Notes to the Financial Statements. |
F-7 |
34
GOLDEN ARIA CORP
(An exploration stage company)
Financial Statements
(Expressed in U.S. Dollars)
August 31, 2005
Index
Report of Independent Registered Public Accounting Firm
Balance Sheet
Statement of Stockholders' Equity
Statement of Operations
Statement of Cash Flows
Notes to the Financial Statements
F-1
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Golden Aria Corp.
We have audited the accompanying balance sheet of Golden Aria Corp. as at August 31, 2005 and the statements of stockholders' equity, operations and cash flows for the 281 day period from November 24, 2004 (inception) to August 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion in these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects the financial position of Golden Aria Corp. as at August 31, 2005 and the results of its operations and its cash flows for the 281 day period then ended in conformity with U.S. generally accepted accounting principles.
Vancouver, Canada, /s/ Ernst & Young LLP
December 16, 2005 Chartered Accountants
F-2
GOLDEN ARIA CORP.
(An exploration stage company)
Balance Sheet
August 31, 2005
(Expressed in U.S. Dollars)
F-3
GOLDEN ARIA CORP.
(An exploration stage company)
Statement of Stockholders' Equity
November 24, 2004 (inception) to
August 31, 2005
(Expressed in U.S. Dollars)
Deficit |
|||||||||||||
|
accumulated |
||||||||||||
Additional |
Stock |
during |
Total |
||||||||||
Common stock |
paid-in |
to be |
exploration |
Stockholders ' |
|||||||||
Shares |
Amount |
capital |
Issued |
stage |
Equity |
||||||||
Balance November 24, 2004 (Inception) |
- |
- |
- |
- |
- |
||||||||
Issuance of common stock for cash |
10,935,000 |
$ |
10,935 |
$ |
98,415 |
$ |
$ |
$ |
109,350 |
||||
at $0.01 per share |
|||||||||||||
Issuance of common stock for cash |
2,225,000 |
$ |
2,225 |
331,525 |
333,750 |
||||||||
at $0.15 per share |
|||||||||||||
Stock to be issued (Note 3(c)) |
250,000 |
$ |
37,250 |
$ |
250 |
37,500 |
|||||||
Comprehensive income (loss): |
|||||||||||||
(Loss) for the period |
- |
(167,683) |
(167,683) |
||||||||||
Balance August, 31, 2005 |
13,410,000 |
$ |
13,160 |
$ |
467,190 |
$ |
250 |
$ |
(167,683) |
$ |
312,917 |
||
The accompanying notes are an integral part of these financial statements |
F-4
GOLDEN ARIA CORP.
(An exploration stage company)
Statement of Operations
November 24, 2004 (inception) to
August 31, 2005
(Expressed in U.S. Dollars)
|
|
|
|
|
|
|
Expenses |
|
|
|
|||
Accounting and auditing |
|
$ |
23,000 |
|||
Bank charges and exchange loss |
|
|
63 |
|||
Consulting |
|
|
9,046 |
|||
Legal |
|
|
20,208 |
|||
Exploration costs and option payment |
|
|
110,790 |
|||
Fees and dues |
|
|
3,605 |
|||
Office and miscellaneous |
|
|
84 |
|||
Travel |
|
|
887 |
|||
|
|
|
|
|||
Loss for the period |
|
$ |
(167,683) |
|||
|
|
|
|
|
||
Loss per share |
|
|
|
|||
- basic and diluted |
|
$ |
(0.02) |
|||
|
|
|
|
|
||
Weighted average number of |
|
|
|
|||
|
common shares outstanding |
|
|
|
||
|
- basic and diluted |
|
|
10,500,765 |
||
|
|
|
|
|
||
The accompanying notes are an integral part of these financial statements |
|
|
F-5
GOLDEN ARIA CORP.
(An exploration stage company)
Statement of Cash Flows
November 24, 2004 (inception) to
August 31, 2005
(Expressed in U.S. Dollars)
|
|
|
|
|
|
|
Cash flows used in operating activities |
|
|
|
|||
Loss for the period |
|
$ |
(167,683) |
|||
|
|
|
|
|||
Changes to reconcile loss to loss to cash |
|
|
|
|||
Stock to be issued for mineral resource property |
|
|
37,500 |
|||
Adjusted cash flows used in operating activities |
|
|
(130,183) |
|||
|
|
|
|
|||
Changes in non cash working capital |
|
|
|
|||
Deposits |
|
|
(1,087) |
|||
Accounts payable |
|
|
4,421 |
|||
Accrued payables |
|
|
20,000 |
|||
Due to related party |
|
|
2,680 |
|||
|
|
|
(104,169) |
|||
Cash flows used in investing activities |
|
|
|
|||
Mineral resource property acquisition |
|
|
(1) |
|||
|
|
|
|
|||
Cash flows from financing activities |
|
|
|
|||
Proceeds from issuance of common stock |
|
|
443,100 |
|||
|
|
|
|
|||
Net increase in cash and cash equivalents |
|
|
338,930 |
|||
Cash and cash equivalents, beginning of period |
|
|
- |
|||
Cash and cash equivalents , end of period |
|
$ |
338,930 |
|||
|
|
|
|
|
||
The accompanying notes are an integral part of these financial statements |
|
|
F-6
GOLDEN ARIA CORP.
(An exploration stage company)
Notes to Financial Statements
August 31, 2005
(Expressed in U.S. Dollars)
|
|
|
|
|
Incorporation
The Company was formed of November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004. The Company is an exploration stage company engaged in the acquisition and exploration of mineral properties. The Company has not yet determined whether these properties contain reserves that are economically recoverable. The Company has an office in Vancouver, B.C., Canada.
Significant Accounting Policies
(a) Principles of Accounting
These financials statements are stated in U.S, dollars and have been prepared in accordance with U.S. generally accepted accounting principles.
(b) Cash and Cash Equivalents
Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As of August 31, 2005, cash and cash equivalents consist of cash only.
(c) Mineral Properties and Exploration Expenses
Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at August 31, 2005, the Company did not have proven reserves.
Cost of initial acquisition of mineral rights and concessions are reflected at the Company's proportionate interest in such activities and are expensed if the Company has no mineral reserves.
Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities and are expensed if the Company has no mineral reserve.
Costs related to future retirement obligations associated with the Company's mineral properties are accounted for a described in note 2 (j).
(d) Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.
F-7
GOLDEN ARIA CORP.
(An exploration stage company)
Notes to Financial Statements
August 31, 2005
(Expressed in U.S. Dollars)
|
|
|
|
|
(e) Loss Per Share
Loss per share is computed using the weighted average number of shares outstanding during the period. The Company has adopted SFAS No.128 "Earnings Per Share". Diluted loss per share is equivalent to basic loss per share because there are no dilutive securities
(f) Foreign Currency Translations
The Company's operations are located in the in United States of America and it has an office in Canada. The Company maintains its accounting records in U.S. Dollars, as follows:
At the transaction date, each asset, liability, revenue and expense that was acquired or incurred in a foreign currency is translated into U.S. dollars by the using of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are translated at the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
(g) Fair Value of Financial Instruments
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.
The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include cash and cash equivalents, deposits, accounts payable, accrued liabilities and due to related parties. Fair values were assumed to approximate carrying values for these financial instruments, since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company may operate outside the United States of America and thus may have significant exposure to foreign currency risk in the future due to the fluctuation of the currency in which the Company operates and the U.S. dollars.
(h) Income Taxes
The Company has adopted Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse.
F-8
GOLDEN ARIA CORP.
(An exploration stage company)
Notes to Financial Statements
August 31, 2005
(Expressed in U.S. Dollars)
|
|
|
|
|
(i) Long-Lived Assets Impairment
Long-term assets of the Company are reviewed for impairment when circumstances indicate the carrying value may not be recoverable in accordance with the guidance established in Statement of Financial Accounting Standards No. 144 (SFAS 144), Accounting for the impairment or Disposal of Long-Lived Assets. For assets that are to be held and used, an impairment loss is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to is fair value, Fair values are determined based on discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.
(j) Asset Retirement Obligations
The Company recognizes a liability for future retirement obligations associated with the Company's mineral properties. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted rate. This liability is capitalized as part of the cost of the related asset and amortized over its productive life. The liability accretes until the Company settles the obligation. As of August 31, 2005, the Company had no asset retirement obligation.
(k) Comprehensive Income
The Company has adopted Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those transactions resulting from investments by owners and distributions to owners.
The Company has no elements of "other comprehensive income" for the period ended August 31, 2005.
New Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 153, "Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29". SFAS No. 153 eliminates the exception from the fair value measurement for non-monetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. This statement specifies that a non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of this statement are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of this statement does not impact the Company's financial statements. The Company plans to adopt SFAS 153 effective September 1, 2005.
F-9
GOLDEN ARIA CORP.
(An exploration stage company)
Notes to Financial Statements
August 31, 2005
(Expressed in U.S. Dollars)
|
|
|
|
|
In December 2004, The FASB issued SFAS No. 123(R), "Share-Based payment." The revised statement eliminates the ability to account for share-based compensation transactions using APB No. 25. This statement instead requires that all share-based payments to employees be recognized as compensation expense in the statement of operations based on their fair value over the applicable vesting period. The provisions of this statement are effective for fiscal years beginning after December 15, 2005. The Company plans to adopt SFAF 123(R) effective September 1, 2006. The adoption of this new accounting pronouncement will not have an impact on the Company's financial statement.
On March 30, 2005, the FASB ratified the consensus of the Emerging Issues Task Force ("EITF") of the FASB Issue 04-6 that stripping costs incurred during the production phase of a mine are variable production costs that should be included in the costs of the inventory produced during the period that the stripping costs are incurred. This consensus is effective for the first reporting period in fiscal years beginning after December 15, 2005, with early adoption permitted. The Company plans to adopt the consensus effective September, 1, 2006. The adoption of this new accounting pronouncement will not have an impact on the Company's financial statement.
Mineral Properties
As of April 6, 2005, the Company entered into an Exploration Agreement with an Option to Joint Venture (the "Agreement") with Miranda U.S.A. Inc. ("Miranda") for the company to acquire an undivided 60% interest in a mineral lease containing the mineral claims Coal #1 to Coal #64 (BLM-NMC number 847957 to 848020) located in the Coal Canyon, Cortez Area, Eureka County, Nevada United States of America. Miranda's interest in the property is held by way of a 20-year mining lease dated May 27, 2004 from Nevada North Resources (U.S.A.) Inc.
The expenditures required to acquire the 60% are as follows:
Exploration Expenditures
Expending $1,000,000 in Exploration Expenditures on the property within a period of 4 years from the effective date April 6, 2005. The first year is considered from April 6, 2005 to December 31, 2005. Thereafter, the second through the fourth years of the Agreement shall correspond to calendar years. Minimum expenditures for each year shall be as follows:
By December 31, 2005(Completed) $ 50,000
By December 31, 2006 $ 100,000
By December 31, 2007 $ 300,000
By December 31, 2008 $ 550,000
$ 1,000,000
F-10
GOLDEN ARIA CORP.
(An exploration stage company)
Notes to Financial Statements
August 31, 2005
(Expressed in U.S. Dollars)
|
|
|
|
|
The Company has the right to terminate the Agreement at any time without penalty, and without any obligation to make any future expenditures, that would have been required under the Agreement.
As of August 31, 2005, the Company had commenced exploration work on the property and Exploration Expenditures in the amount of $55,791 had been incurred. Subsequent to August 31, 2005 further expenditures were made that meet the expenditure requirement for December 31, 2005.
Cash Payments
Cash payments to maintain the Company's interest in the property each year totaling $200,000 are required to be paid as follows:
April 6, 2005 (paid) $ 15,000
March 25, 2006 $ 25,000
March 25, 2007 $ 25,000
March 25, 2008 $ 35,000
March 25, 2009 $ 100,000
$ 200,000
As noted above, the company has the right to terminate the Agreement at any time without penalty.
(c) Issuance of Stock
On execution of the agreement the Company was to issue 250,000 restricted shares from its treasury to the vendor. The restricted shares were issued September 29, 2005.
Lease Payments
The Company agreed to assume and discharge all obligations set forth in the Nevada North Lease, including but not limited to, payment of the following advanced minimum royalties to Nevada North Resources:
May 27, 2005 (paid) $ 6,250
May 27, 2006 $ 6,250
May 27, 2007 $ 10,000
May 27, 2008 $ 10,000
$ 32,500
Related party transactions
In the fiscal period ended August 31, 2005, the Company incurred $9,046 of consulting fees to a company controlled by an officer of the Company. At August 31, 2005, the Company owed $1,830 to that company. An additional $850 was owed to a director of the Company for an expense reimbursement. The related party transactions are recorded at the exchange amount established and agreed to between the related parties.
F-11
GOLDEN ARIA CORP.
(An exploration stage company)
Notes to Financial Statements
August 31, 2005
(Expressed in U.S. Dollars)
|
|
|
|
|
5. Segmented Information
The Company's business is considered as operating in one segment (North America) based upon the Company's organizational structure, the way in which the operation is managed and evaluated, the availability of separate financial results and materiality considerations. The Company's assets by geographical location are as follows:
Assets by geographical location
2005
Canada
$
340,017
United States
1
Total
$
340,018
Income Taxes
Tax Expense
Current Tax Provision $ -
Deferred Tax Provision $ -
Tax Expense $ -
Rate Reconciliation
Income taxes vary from the amount that would be computed by applying the statutory federal income tax rate of 35% for the following reasons:
U.S. Federal Statutory Rate $ (58,689)
Change in Valuation Allowance $ 58,689
Tax Expenses $ -
The tax effects of temporary differences that give rise to the Company's deferred tax asset (liability) are as follows:
Deferred Tax Assets:
Net Operating Loss Carryforward $ 21,252
Mineral Property Basis $ 29,528
Mining Exploration Costs $ 2,221
Advanced Royalties $ 2,188
Accruals $ 3,500
$ 58,689
Valuation Allowance $ (58,689)
$ -
F-12
GOLDEN ARIA CORP.
(An exploration stage company)
Notes to Financial Statements
August 31, 2005
(Expressed in U.S. Dollars)
|
|
|
|
|
As of August 31, 2005, the Company has estimated net operating losses carryforward for tax purposes of $60,719 that will expire starting 2025. This amount may be applied against future federal taxable income. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in management's judgment about the reliability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in current income
The potential income tax benefits relating to the deferred tax assets have not been recognized in the financial statements as their realization did not meet the requirements of "more likely than not" under the liability method of tax allocation. Accordingly, no deferred tax assets have been recognized as at August 31, 2005.
F-13
Until u , 2005 (which is 90 days after the effective date of this Prospectus), all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a Prospectus. This is in addition to the dealer's obligations to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
35
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24 Indemnification of Directors and Officers.
Nevada corporation law provides that:
a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful;
a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defence or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and
to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defence of any action, suit or proceeding, or in defence of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defence.
We may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
by our stockholders;
by our Board of Directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;
if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or
by court order.
Our Certificate of Incorporation and Articles provide that no director or officer shall be personally liable to Golden Aria or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve material misconduct, fraud or a knowing violation of law, or the payment of dividends in violation of the General Corporate Law of Nevada.
36
Our Bylaws provide that no officer or director shall be personally liable for any obligations of Golden Aria or for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of Golden Aria. The Bylaws also state that we will indemnify and hold harmless each person and their heirs and administrators who shall serve at any time hereafter as a director or officer from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of their having heretofore or hereafter been a director or officer, or by reason of any action alleged to have heretofore or hereafter taken or omitted to have been taken by him or her as a director or officer. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada; provided, however, that no such persons shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his (or her) own negligence or wilful misconduct. Our By-Laws also provide that we, our directors, officers, employees and agents will be fully protected in taking any action or making any payment, or in refusing so to do in reliance upon the advice of counsel.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Golden Aria under Nevada law or otherwise, Golden Aria has been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by Golden Aria for expenses incurred or paid by a director, officer or controlling person of Golden Aria in successful defence of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, Golden Aria will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such indemnification by it is against public policy in said Act and will be governed by the final adjudication of such issue.
Item 25 Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No expenses shall be borne by the selling stockholders. All of the amounts shown are estimates, except for the SEC Registration Fees.
SEC registration fees |
$ 137.15 |
Printing and engraving expenses |
3,000.00 (1) |
Accounting fees and expenses |
23,000.00 (1) |
Legal fees and expenses |
40,000.00 (1) |
Transfer agent and registrar fees |
5,000.00 (1) |
Fees and expenses for qualification under state
|
0.00 |
Miscellaneous |
1,000.00 (1) |
Total |
$72,137.15 |
(1)
We have estimated these amountsItem 26 Recent Sales of Unregistered Securities - Last Three Years
On March 22, 2005, we accepted subscription agreements that sold shares of our common stock, having a par value of $0.001 per share at the offering price of $0.01 per share for gross offering proceeds of $109,350.00. On April 6, 2005, we accepted subscription agreements that sold shares of our common stock, having a par value of $0.001 per share at the offering price of $0.15 per share for gross offering proceeds of $333,750.00.
37
All these were offshore transactions pursuant to Rule 903 of Regulation S of the Securities Act of 1933. None of the subscribers were U.S. persons as that term is defined in Regulation S. No directed selling efforts were made in the United States by the Company, any distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented the offering restriction referred to by Category 3 of Rule 903 of Regulation S by including a legend on all offering materials, documents and the share certificates that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to US persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirement of the Securities Act of 1933 is available. The offering materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933. The offering price for the offshore transactions was established on an arbitrary basis.
The following is a list of the subscribers and the number of shares each subscriber purchased:
|
Number of Shares Subscribed |
|
Cody Bateman |
Canada |
650,000 |
Ryan Bateman |
Bermuda |
650,000 |
Kevin Bell |
Canada |
650,000 |
Robert Bishop |
Canada |
100,000 |
Ted Blackmore |
Canada |
650,000 |
Bridge Mining Ltd. |
Switzerland |
100,000 |
Garth Braun |
Canada |
500,000 |
Katrin Braun |
Canada |
500,000 |
Chris Bunka |
Canada |
500,000 |
Morgan Bunka |
Canada |
175,000 |
Ian Cathery |
Canada |
100,000 |
Gerry Carlson |
Canada |
600,000 |
Gloria Czegledi |
Canada |
2,500 |
Chris Dougans |
Canada |
120,000 |
Gillian Dougans |
Canada |
500,000 |
Irene Dougans |
Canada |
2,500 |
Valerie Dougans |
Canada |
2,500 |
Fairwood Ventures Inc. |
Hong Kong |
100,000 |
Yair Farzan |
Canada |
20,000 |
Global Publishing Corp |
Panama |
650,000 |
Herb Herunter |
Canada |
2,500 |
Dennis Higgs |
Canada |
300,000 |
Darcy Higgs |
Canada |
200,000 |
Doug Jennings |
Canada |
500,000 |
Gladys Jenks |
Canada |
550,000 |
Sophia Khan |
Canada |
20,000 |
Shannon Loeber |
Canada |
150,000 |
Vance Loeber |
Canada |
500,000 |
Georgina Martin |
Canada |
50,000 |
38
Joe Martin |
Canada |
40,000 |
Palazar Capital Corporation |
British Virgin Islands |
650,000 |
Piranha Investment Corp |
Panama |
1,300,000 |
Diane Rees |
Canada |
50,000 |
Audra Shull |
Canada |
100,000 |
Sky Point Holdings Limited |
Samoa |
650,000 |
Special Target Group Limited |
British Virgin Islands |
650,000 |
Larry Stowell |
Canada |
2,500 |
Gloria Taylor |
Canada |
2,500 |
Doug Wilson |
Canada |
120,000 |
Joanne Yan |
Canada |
50,000 |
Li Ying Yan |
Hong Kong |
100,000 |
519471 BC Ltd. |
Canada |
100,000 |
658111 BC Ltd |
Canada |
500,000 |
On April 6, 2005, we signed the Miranda Option Agreement with Miranda USA Inc. to acquire our option in the Nevada Coal Canyon property interest and which obligated us to issue 250,000 shares of our common stock as partial compensation under the agreement. These par value $0.001 shares were issued for no cash value. The 250,000 shares were restricted and issued under Section 4(2) of the Securities Act of 1933. Miranda is a sophisticated investor and is in possession of all material information relating to the Company. No commissions were paid to anyone in connection with the sale of the shares and no general solicitations were made to anyone.
Item 27 Exhibits
The following Exhibits are filed with this Prospectus:
Exhibit
|
Description |
3.1 |
Our Articles of Incorporation dated November 24, 2004. |
3.2 |
Bylaws. |
4.1 |
Specimen ordinary share certificate. |
5.1 |
Opinion of Fraser and Company LLP regarding the legality of the securities being registered. |
10.1 |
Mining Lease between Nevada North Resources (U.S.A.), Inc. & Miranda U.S.A., Inc. |
10.2 |
Exploration Agreement with Options for Joint Venture between Golden Aria Corp. and Miranda U.S.A., Inc. |
10.3 |
Amended Exploration Agreement between Golden Aria Corp. & Miranda U.S.A., Inc. |
10.4 |
Consulting Agreement between Golden Aria Corp. and KGE Management Ltd. |
23.1 |
Consent of Ernst & Young LLP, Chartered Accountants. |
23.2 |
Consent of Fraser and Company LLP |
24.1 |
Power of Attorney (contained on the signature pages of this registration statement). |
99.1 |
Form of Subscription Agreement between Golden Area Corp. and each of the following persons: |
39
Cody Bateman
650,000
Ryan Bateman
650,000
Kevin Bell
650,000
Robert Bishop
100,000
Ted Blackmore
650,000
Bridge Mining Ltd.- Ben
100,000
Garth Braun
500,000
Katrin Braun
500,000
Chris Bunka
500,000
Morgan Bunka
175,000
Ian Cathery
100,000
Gerry Carlson
600,000
Gloria Czegledi
2,500
Chris Dougans
120,000
Gillian Dougans
500,000
Irene Dougans
2,500
Valerie Dougans
2,500
Fairwood Ventures Inc.
100,000
Yair Farzan
20,000
Global Publishing Corp
650,000
Herb Herunter
2,500
Dennis Higgs
300,000
Darcy Higgs
200,000
Doug Jennings
500,000
Gladys Jenks
550,000
Sophia Khan
20,000
Shannon Loeber
150,000
Vance Loeber
500,000
Georgina Martin
50,000
Joe Martin
40,000
Palazar Capital Corporation
650,000
Piranha Investment Corp
1,300,000
Diane Rees
50,000
Audra Shull
100,000
Sky Point Holdings Limited
650,000
Special Target Group Limited
650,000
Larry Stowell
2,500
Gloria Taylor
2,500
Doug Wilson
120,000
Joanne Yan
50,000
Li Ying Yan
100,000
519471 BC Ltd.
100,000
658111 BC Ltd
500,000
40
Item 28 Undertakings
The undersigned Company hereby undertakes that it will:
(1) file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
(a) include any prospectus required by Section 10(a)(3) of the Securities Act;
(b) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(c) include any material information with respect to on the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) for the purpose of determining any liability under the Securities Act, each of the post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Golden Aria pursuant to the foregoing provisions, or otherwise, Golden Aria has been advised that in the opinion of the Commission that type of indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against said liabilities (other than the payment by Golden Aria of expenses incurred or paid by a director, officer or controlling person of Golden Aria in the successful defence of any action, suit or proceeding) is asserted by the director, officer or controlling person in connection with the securities being registered, Golden Aria will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue.
41
.
In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, British Columbia on January 9, 2006.
GOLDEN ARIA CORP.
a Nevada corporation
/s/ "Gerald Carlson"
By: Gerald Carlson, President and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Gerald Carlson as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.
Signatures |
Date |
/s/ "Gerald Carlson" |
|
Gerald Carlson, President (Principal Executive Officer) and Director |
January 9, 2006 |
/s/ "Diane Rees" |
|
Diane Rees, Chief Financial Officer, Secretary, Treasurer and Director |
January 9, 2006 |
/s/ "Chris Bunka" |
|
Chris Bunka, Chairman, Chief Executive Officer and Director |
January 9, 2006 |
42
Exhibit 99.1
SUBSCRIPTION AGREEMENT
As of November 25, 2004
This Subscription Agreement (this "Agreement") is being entered into between the undersigned (the "Subscriber") and Golden Aria Corp., a Nevada corporation (the "Company") in connection with the offer and subscription by the Subscriber for _______________, ( , ) shares (the "Shares") consisting of one common share in the capital stock of the company. This Agreement memorializes the transaction agreed to on _________, 2004, the date on which the Subscriber paid the Purchase Price (as defined in Section 1) to the Company. The price per share was fixed and all the representations and warranties were made on that date. The offer and sale of Shares was made in reliance upon the provisions of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "Act").
Offer to Subscribe; Purchase Price
The Subscriber purchased the Shares at a price of U.S. ONE CENT (U.S.$0.01) per Share on _________, 2004, outside the United States of America (the "Closing"). Payment was made to the Company's designated account at the time of the Closing. The Company shall deliver a certificate representing the Shares to the Subscriber within a reasonable time hereafter. The obligations of each party were subject to the condition that all the representations and warranties of the other party contained herein were true at the time of Closing and all covenants of the other party that were to be performed by the other party on or before the Closing had been performed.
Representations and Warranties of Subscriber; Certain Covenants
2.1 Offshore Transaction . Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S; (ii) at the time of execution of this Agreement, Subscriber was outside the United States and no offer of the Shares was made to the Subscriber within the United States; (iii) Subscriber purchased the Shares for its own account and not on behalf of any U.S. person, and the sale of the Shares had not been prearranged with any buyer in the United States and (iv) Subscriber is not a distributor as defined in Regulation S. The Subscriber covenants that all offers and sales of the Shares prior to the expiration of a period commencing on the Closing and ending one-year thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S.
2.2 Independent Investigation . Subscriber, in electing to subscribe for the Shares hereunder, relied upon an independent investigation made by it and its representatives, if any, and had been given access to and the opportunity to examine all books and records of the Company, and all material contracts and documents of the Company. The Subscriber has such experience in business and financial matters that it was capable of evaluating the risk of its investment and determining the suitability of its investment.
2.3 No Government Recommendation or Approval . Subscriber understands that no United States federal or state agency has passed upon or made any recommendation or endorsement of the Company, this transaction or the purchase of the Shares.
2.4 No Registration . Subscriber understands that the Shares have not been registered under the Act and are being offered and sold pursuant to Regulation S based in part upon the representations of Subscriber contained herein, and that the Company is relying on the truth and accuracy of the Subscriber's representations and warranties herein to determine whether the offer and sale of the Shares is exempt from registration under the Act.
2.5 Investment Intent . Subscriber acquired the Shares to be issued and sold hereunder for its own account (or a trust account if such Subscriber is a trustee) and not as a nominee. Subscriber understands that the purchase of the Shares involves a high degree of risk and that Subscriber must bear the economic risk of this investment indefinitely unless sale of the Shares is registered pursuant to the Act, or an exemption from registration for sale thereof is available. Subscriber understands that, in the view of the SEC, the statutory basis for the exemption claimed for this transaction would not be present if the offering of the Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Act. Subscriber is acquiring the Shares for investment purposes and has no present intention to sell the Shares in the United States, to a U.S. Person or for the account or benefit of a U.S. Person. Subscriber covenants that neither Subscriber nor its affiliates nor any person acting on its or their behalf has the intention of entering or will enter during the Restricted Period, into any put option, short position or other similar instrument or position or any other hedging transactions or arrangements with respect to the Company's common stock, and neither Subscriber nor any of its affiliates nor any person acting on its or their behalf will use at any time Shares acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position or any other hedging transaction or arrangement that may have been entered into prior to the execution of this Agreement or during the Restricted Period.
2.6 No Sale in Violation of the Securities Laws . Subscriber covenants that it will not knowingly make any sale, transfer or other disposition of the Shares in violation of the Act, the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder. All offers and sales of the Shares will be made pursuant to an effective registration statement under the Act or an exemption from the registration provisions thereof.
2.7 Authority. Subscriber has the full power and authority to execute, deliver and perform this Agreement. This Agreement, when executed and delivered by Subscriber, will constitute a legal, valid and binding obligation of Subscriber, enforceable against the Subscriber in accordance with its terms.
2.8 No Reliance on Tax Advice . Subscriber has reviewed with his, her or its own tax advisors the foreign U.S. federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. Subscriber is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to such tax consequences and understands that Subscriber (and not the Company) shall be responsible for the Subscriber's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
2.9 No Legal Advice from Company . Subscriber acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel. Subscriber is relying solely on such counsel and not on any statements or representations of the Company or any of its agents for legal advice with respect to this investment or the transactions contemplated by this Agreement except for the representations, warranties and covenants set forth herein.
Resales
Subscriber acknowledges and agrees that the Shares may only be resold in compliance with Rules 903 or 904 under Regulation S, pursuant to a Registration Statement under the Act or pursuant to an exemption from registration under the Act. The Company shall not register any transfer of Shares that is not in compliance with this Section 3. Subscriber covenants that all offering materials and documents (other than press releases) used in connection with offers and sales of the Shares before the expiration of the Restricted Period shall state that (i) the Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to a U.S. person (as that term is defined in Rule 902 of Regulation S) unless they are registered under the Act or an exemption from the registration requirements of the Act is available and that (ii) hedging transactions involving the Shares may not be conducted unless in compliance with the Act. These statements shall appear on the cover or inside cover page and in the underwriting section of any prospectus or offering circular and shall appear in any advertisement used in connection with the offer or sale of the Shares
Legends; Subsequent Transfer of Shares
Subscriber acknowledges that the following legend is required to be placed on the share certificate to be issued to him:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. THE CORPORATION WILL NOT TRANSFER THIS CERTIFICATE UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION COVERING THE SHARES REPRESENTED BY THIS CERTIFICATE UNDER THE SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE SECURITIES LAWS, (II) FIRST RECEIVES A LETTER FROM AN ATTORNEY ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (III) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.
Representations, Warranties and Covenants of the Company
5.1 Organization and Good Standing . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted.
5.2 Authorization . All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and the authorization, issuance and delivery of the Shares have been taken, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
5.3 Valid Issuance of Shares . The Shares, when issued, sold and delivered in accordance with the terms hereof for the Purchase Price will be duly and validly issued and outstanding, fully paid and nonassessable, and based in part on the representations and warranties of Subscriber will be issued in compliance with all applicable federal, state and other applicable securities laws.
Governing Laws
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, except for matters arising under the Act or the Securities Exchange Act of 1934 which matters shall be construed and interpreted in accordance with such laws.
Entire Agreement; Amendment
This Agreement constitutes the full and entire understanding and agreement between the patties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.
Notices
Any notice, deemed or request required or permitted to be given by either the Company or the Subscriber pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or by facsimile, with a hard copy to follow by two day courier addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.
Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.
Severability
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, provided that no such severability shall be effective if it materially changes the economics benefit of this Agreement to any party.
Titles and Subtitles
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
WHEREAS the undersigned has caused this Agreement to be executed as of the date first written above.
[print name]
Authorized Signatory
Address
AGREED TO AND ACCEPTED:
GOLDEN ARIA CORP.
By:
_____________________________
Authorized Signatory
F r a s e r
a n d C o m p a n y LLPB
arristers and S olicitors
Exhibit 23.2
January 9, 2005
Re: Legal Consent
We hereby consent to the inclusion of our name in connection with the Form SB-2 Registration Statement filed with the Securities and Exchange Commission as attorney for the registrant, Golden Aria Corp.
Yours truly,
FRASER and COMPANY
Per: /s/ Ailin Wan
Ailin Wan
Suite 1200-999 West Hastings Street, Vancouver, B.C. V6C 2W2
Tel: (604) 669-5244 Fax: (604) 669-5791 E-mail: fraser@fraserlaw.com
OF
GOLDEN ARIA CORP.
KNOW ALL BY THESE PRESENTS:
That the undersigned, desiring to be incorporated as a Corporation in accordance with the laws of the State of Nevada, hereby certifies and adopts the following Articles of Incorporation, the terms whereof have been agreed upon to be equally obligatory upon the party signing this instrument and all others who may from time to time hereafter become members of this Corporation and who may hold stock therein.
ARTICLE I
The name of the Corporation is:
GOLDEN ARIA CORP.
ARTICLE II
The name and address of the resident agent of the Corporation is:
EH? CLERICAL SERVICES INC.
3990 Warren Way
Reno, NV 89509
Principal and branch offices may hereinafter be established at such place or places, either within or without the State of Nevada as may from time to time be determined by the Board of Directors.
ARTICLE III
The nature and purpose of this business shall be to conduct any lawful activity as governed by the laws of the State of Nevada.
ARTICLE IV
The authorized capital stock of this Corporation is 75,000,000 shares of common stock with full voting rights and with a par value of $0.001 per share.
Pursuant to NRS 78.385 and NRS 78.390, and any successor statutory provisions, the Board of Directors is authorized to adopt a resolution to increase, decrease, add, remove or otherwise alter any current or additional classes or series of this Corporation's capital stock by a board resolution amending these Articles, in the Board of Directors' sole discretion for increases or decreases of any class or series of authorized stock where applicable pursuant to NRS 78.207 and any successor statutory provision, or otherwise subject to the approval of the holders of at least a majority of shares having voting rights, either in a special meeting or the next annual meeting of shareholders. Notwithstanding the foregoing, where any shares of any class or series would be materially and adversely affected by such change, shareholder approval by the holders of at least a majority of such adversely affected shares must also be obtained before filing an amendment with the Office of the Secretary of State of Nevada.
The capital stock of this Corporation shall be non-assessable and shall not be subject to assessment to pay the debts of the Corporation.
ARTICLE V
Members of the governing Board shall be known and styled as "Directors" and the number thereof shall be two (2) and may be increased or decreased from time to time pursuant to the Bylaws.
The name and address of the first Board of Directors is as follows:
Chris Bunka
3990 Warren Way
Reno, NV 89509
Diane Rees
3990 Warren Way
Reno, NV 89509
The number of members of the Board of Directors shall not be less than one (1) or more than thirteen (13).
The officers of the Corporation shall be a President, Secretary and Treasurer. The Corporation may have such additional officers as may be determined from time to time in accordance with the Bylaws. The officers shall have the powers, perform the duties, and be appointed as may be determined in accordance with the Bylaws and laws of the State of Nevada. Any person may hold two (2) or more offices in this Corporation.
ARTICLE VI
The Corporation shall have perpetual succession by its corporate name and shall have all the powers herein enumerated or implied herefrom and the powers now provided or which may hereafter be provided by law for corporations in the State of Nevada.
ARTICLE VII
No stockholder shall be liable for the debts of the Corporation beyond the amount that may be due or unpaid upon any share or shares of stock of this Corporation owned by that person.
ARTICLE VIII
Each shareholder entitled to vote at any election for directors shall have the right to vote, in person or by proxy, the number of shares owned by such shareholder for each director to be elected. Shareholders shall not be entitled to cumulative voting rights.
ARTICLE IX
The Directors shall have the powers to make and alter the Bylaws of the Corporation. Bylaws made by the Board of Directors under the powers so conferred may be altered, amended, or repealed by the Board of Directors or by the stockholders at any meeting called and held for that purpose.
ARTICLE X
The Corporation specifically elects not to be governed by NRS 78.411 to NRS 78.444, inclusive, and successor statutory provisions.
ARTICLE XI
The Corporation shall indemnify all directors, officers, employees, and agents to the fullest extent permitted by Nevada law as provided within NRS 78.7502 and NRS 78.751 or any other law then in effect or as it may hereafter be amended.
The Corporation shall indemnify each present and future director, officer, employee or agent of the Corporation who becomes a party or is threatened to be made a party to any suit or proceeding, whether pending, completed or merely threatened, and whether said suit or proceeding is civil, criminal, administrative, investigative, or otherwise, except an action by or in the right of the Corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including, but not limited to, attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, proceeding or settlement, provided such person acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
The expenses of directors, officers, employees or agents of the Corporation incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, if and only if the director, officer, employee or agent undertakes to repay said expenses to the Corporation if it is ultimately determined by a court of competent jurisdiction, after exhaustion of all appeals therefrom, that he is not entitled to be indemnified by the corporation.
No indemnification shall be applied, and any advancement of expenses to or on behalf of any director, officer, employee or agent must be returned to the Corporation, if a final adjudication establishes that the person's acts or omissions involved a breach of any fiduciary duties, where applicable, intentional misconduct, fraud or a knowing violation of the law which was material to the cause of action.
ARTICLE XII
The name and address of the incorporator of this Corporation is:
EH? CLERICAL SERVICES INC.
3990 Warren Way
Reno, NV 89509
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation of GOLDEN ARIA CORP.
Megan Hughes, for Eh? Clerical Services Inc.
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT
IN THE MATTER OF: GOLDEN ARIA CORP.
I, Megan Hughes for Eh? Clerical Services Inc. , hereby state that on November 22, 2004
I accepted the appointment as resident agent for the above-named business entity.
The street address of the resident agent in this state is as follows:
Eh? Clerical Services Inc.
3990 Warren Way
Reno, NV 89509
Date: November 22, 2004
Authorized Signature of Resident Agent or Resident Agent Company
Megan Hughes, for Eh? Clerical Services Inc.
GOLDEN ARIA CORP.
ARTICLE I
: OFFICESThe principal office for the transaction of business of the Corporation shall be located at such place in the County of Washoe, State of Nevada, as may be designated from time to time by the Board of Directors. Other offices may be established at any time by the Board of Directors at any place or places designated by the Board of Directors.
ARTICLE II
: SHAREHOLDERS' MEETINGS2.1 ANNUAL MEETINGS
The annual meeting of the shareholders shall be held at 10 a.m. the 24th day in November of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding day which is a business day, at the principal office of the Corporation, or at such other time, date and place within or without the State of Nevada as may be designated by the Board of Directors and in the notice of such meeting. The business to be transacted at such meeting shall be the election of directors and such other business as may properly be brought before the meeting.
2.2 SPECIAL MEETINGS
Special meetings of the shareholders for any purpose may be called at any time by the President, or by the Board of Directors, or by any two or more members thereof, or by one or more shareholders holding not less than twenty percent (20%) of the voting power of the Corporation. Such meetings shall be held at the principal office of the Corporation or at such other place within or without the State of Nevada as may be designated in the notice of meeting. No business shall be transacted at any special meeting of the shareholders except as is specified in the notice calling for such special meeting.
2.3 NOTICE OF MEETINGS
2.3.1 Notices of meetings, annual or special, to shareholders entitled to vote shall be given in writing and signed by the President or a Vice-President or the Secretary or the Assistant Secretary, or by any other natural person designated by the Board of Directors.
2.3.2 Such notices shall be sent to the shareholder's address appearing on the books of the Corporation, or supplied by him to the Corporation for the purpose of notice, not less than ten (10) nor more than sixty (60) days before such meeting. Such notice shall be deemed delivered, and the time of the notice shall begin to run, upon being deposited in the mail.
2.3.3 Notice of any meeting of shareholders shall specify the place, the day and the hour of the meeting, and in case of a special meeting shall state the purpose(s) for which the meeting is called.
2.3.4 When a meeting is adjourned to another time, date or place, notice of the adjourned meeting need not be given if announced at the meeting at which the adjournment is given.
2.3.5 Any shareholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.
2.3.6 No notice is required for matters handled by the consent of the shareholders pursuant to NRS 78.320.
2.3.7 No notice is required of the annual shareholders meeting, or other notices, if two annual shareholder notices are returned to the corporation undelivered pursuant to NRS 78.370(7).
2.4 CONSENT TO SHAREHOLDER MEETINGS AND ACTION WITHOUT MEETING
2.4.1 Any meeting is valid wherever held by the written consent of all persons entitled to vote thereat, given either before or after the meeting.
2.4.2 The transactions of any meeting of shareholders, however called and noticed, shall be valid as though if taken at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or consent to the holding of such meeting, or an approval of the minutes thereof.
2.4.3 Any action that could be taken by the vote of shareholders at a meeting, may be taken without a meeting if authorized by the written consent of shareholders holding at least a majority of the voting power (NRS 78.320), and any actions at meetings not regularly called shall be effective subject to the ratification and approval provisions of NRS 78.325.
2.4.4 All such waivers, consents or approvals shall be filed with the corporate records, or made a part of the minutes of the meeting.
2.5 QUORUM
The holders of a majority of the shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business.
2.6 VOTING RIGHTS
Except as may be otherwise provided in the Corporation's Articles of Incorporation, Bylaws or by the Laws of the State of Nevada, each shareholder shall be entitled to one (1) vote for each share of voting stock registered in his name on the books of the Corporation, and the affirmative vote of a majority of voting shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.
2.7 PROXIES
Subject to the limitation of NRS 78.355, every person entitled to vote or to execute consents may do so either in person or by proxy executed by the person or by his duly authorized agent.
ARTICLE III
: DIRECTORS - MANAGEMENT3.1 POWERS
Subject to the limitation of the Articles of Incorporation, of the Bylaws and of the Laws of the State of Nevada as to action to be authorized or approved by the shareholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of this Corporation shall be controlled by, a Board of at least one (1) Director.
3.2 ELECTION AND TENURE OF OFFICE
The number of directors which shall constitute the whole board shall be two (2). The number of directors may from time to time be increased to not less than one (1) nor more than fifteen (15) by action of the Board of Directors. The directors shall be elected at the annual meeting of stockholders and except as provided in Section 3.3 of this Article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stock holders. A Director need not be a resident of the State of Nevada.
3.3 REMOVAL AND RESIGNATION
3.3.1 Any Director may be removed either with or without cause, as provided by NRS 78.335.
3.3.2 Any Director may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.4 VACANCIES
Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though such action by less than a quorum or by a sole remaining Director shall be adequate, and each Director so elected shall hold office until his successor is elected at an annual meeting of shareholders or at a special meeting called for that purpose. The shareholders may at any time elect a Director to fill any vacancy not filled by the directors.
3.5 PLACE OF MEETINGS AND MEETINGS BY TELEPHONE
Meetings of the Board of Directors may be held at any place within or without the State of Nevada that has been designated by the Board of Directors. In the absence of such designation, meetings shall be held at the principal office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, and all such Directors shall be deemed to be present in person at the meeting, so long as all Directors participating in the meeting can hear one another.
3.6 ANNUAL ORGANIZATIONAL MEETINGS
The annual organizational meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the shareholders. No notice of such meetings need be given.
3.7 OTHER REGULAR MEETINGS
There shall be no requirement for the Board of Directors to hold regular meetings, other than the annual organizational meeting.
3.8 SPECIAL MEETINGS - NOTICES
3.8.1 Special meetings of the Board of Directors for any purpose shall be called at any time by the President or if he is absent or unable or refuses to act, by any Vice President or by any two Directors.
3.8.2 Written notice of the time and place of special meetings of the Board of Directors shall be delivered personally to each Director or sent to each Director by mail or other form of written communication at least forty-eight (48) hours before the meeting. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.
3.9 CONSENT TO DIRECTORS' MEETINGS AND ACTION WITHOUT MEETING
3.9.1 Any meeting is valid wherever held by the written consent of all persons entitled to vote thereat, given either before or after the meeting.
3.9.2 The transactions of any meetings of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if all the Directors are present, or if a quorum is present and either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes thereof.
3.9.3 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.
3.9.4 All such waivers, consents, or approvals shall be filed with the Corporate records or made part of the minutes of the meeting.
3.10 QUORUM AND VOTING RIGHTS
So long as the Board of Directors is composed of one or two Directors, one of the authorized number of Directors constitutes a quorum for the transaction of business. If there are three or more Directors, a majority thereof shall constitute a quorum. Except as may be otherwise provided in the Corporation's Articles of Incorporation, Bylaws or by the Laws of the State of Nevada, the affirmative vote of a majority of Directors represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or resolution or for the determination of all questions and business which shall come before the meeting.
3.11 COMPENSATION
Directors may receive such reasonable compensation for their services as Directors and such reimbursement for expenses incurred in attending meetings as may be fixed from time to time by resolution of the Board of Directors. No such payment shall preclude a Director from serving in any other capacity and receiving compensation therefor.
ARTICLE IV
: OFFICERS4.1 OFFICERS
The Board of Directors shall appoint a President, a Secretary and a Treasurer. The Board of Directors, in their discretion, may also appoint a Chair of the Board, a Chief Executive Officer, a Chief Financial Officer, one or more Vice Presidents and such other officers and assistant officers as they shall from time to time deem proper. Any two or more offices may be held by the same person. The Board may choose not to fill any of the other officer positions for any period.
4.2 APPOINTMENT AND TERM OF OFFICE
The officers of the corporation shall be appointed by the Board of Directors at the first meeting of the Directors. If the appointment of officers shall not be held at such meeting, such appointment shall be held as soon thereafter as conveniently may be. Each officer shall hold office until a successor shall have been duly appointed and qualified or until the officer's death or until the officer resigns or is removed in the manner hereinafter provided.
4.3 REMOVAL
Any officer or agent appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
4.4 VACANCIES
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors.
4.5 CHAIR OF THE BOARD
The Chair of the Board, if there be such an office, shall, if present, preside at all meetings of the Board of Directors and meetings of the shareholders, and exercise and perform such other powers and duties as may be from time to time assigned to the Chair by the Board of Directors. In the event that there is no Chair of the Board designated or present, the Secretary of the Board of Directors shall preside over the meeting, or if there is no Secretary of the Board of Directors designated or present at the meeting, the Directors present at any meeting of the Board of Directors shall designate a Director of their choosing to serve as temporary chair to preside over the meeting.
4.6 CHIEF EXECUTIVE OFFICER
Subject to the control of the board of directors and such supervisory powers, if any, as may be given by the Board of Directors to another person or persons, the powers and duties of the Chief Executive Officer shall be:
To act as the general manager and, subject to the control of the Board of Directors, to have general supervision, direction and control of the business and affairs of the Corporation;
To see that all orders and resolutions of the Board of Directors are carried into effect;
To maintain records of and, whenever necessary, certify all proceedings of the Board of Directors and the shareholders; and
To affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board of Directors or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for the Corporation's shares; and, subject to the direction of the Board of Directors, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the corporation.
4.7 CHIEF FINANCIAL OFFICER OR TREASURER
Subject to the control of the Board of Directors and such supervisory powers, if any, as may be given by the Board of Directors to another person or persons, the powers and duties of the Chief Financial Officer or Treasurer shall be:
(a) To keep accurate financial records for the Corporation;
(b) To deposit all money, drafts and checks in the name of and to the credit of the Corporation in the banks and depositories designated by the board of directors;
(c) To endorse for deposit all notes, checks, drafts received by the Corporation as ordered by the Board of Directors, making proper vouchers therefore;
(d) To disburse corporate funds and issue checks and drafts in the name of the Corporation, as ordered by the Board of Directors;
(e) To render to the Chief Executive Officer and the Board of Directors, whenever requested, an account of all transactions by the Chief Financial Officer and the financial condition of the Corporation; and
(f) To perform all other duties prescribed by the Board of Directors or the Chief Executive Officer.
4.8 PRESIDENT
Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. If an officer other than the President is designated as the Chief Executive Officer, the President shall perform such duties as may from time to time be assigned by the Board of Directors. The President shall have the duty to call meetings of the shareholders or Board of Directors, as set forth in Section 3.8.1, above, to be held at such times and, subject to the limitations prescribed by law or by these Bylaws, at such places as the President shall deem proper.
4.9 VICE PRESIDENTS
In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order designated at the time of their appointment, or in the absence of any designation then in the order of their appointment) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President; and shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board of Directors. In the event there are no Vice Presidents, the Board of Directors may designate a member of the Board of Directors or another officer of the Corporation to serve in such capacity until a new President is appointed.
4.10 SECRETARY
The Secretary shall: (a) prepare the minutes of the shareholders' and Board of Directors' meetings and keep them in one or more books provided for that purpose; (b) authenticate such records of the Corporation as shall from time to time be required; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) be custodian of the corporate records and of the corporate seal, if any, and see that the seal of the Corporation, if any, is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (e) keep a register of the post office address of each shareholder; (f) if requested, sign with the President certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the Corporation; and (h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer or the Board of Directors.
4.11 DELEGATION OF AUTHORITY
The Board of Directors may from time to time delegate the powers of any officer to any other officer or agent, notwithstanding any provision hereof, except as may be prohibited by law.
4.12 COMPENSATION
Officers shall be awarded such reasonable compensation for their services and provisions made for their expenses incurred in attending to and promoting the business of the Corporation as may be fixed from time to time by resolution of the Board of Directors.
ARTICLE V
: COMMITTEESThe Board of Directors may appoint and prescribe the duties of an executive committee and such other committees, as it may from time to time deem appropriate. Such committees shall hold office at the pleasure of the Board.
ARTICLE VI
: RECORDS AND REPORTS - INSPECTION6.1 INSPECTION OF BOOKS AND RECORDS
All books and records provided for by Nevada Revised Statutes shall be open to inspection of the directors and shareholders to the extent provided by such statutes. (NRS 78.105).
6.2 CERTIFICATION AND INSPECTION OF BYLAWS
The original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the shareholders of the company in the manner provided by law.
6.3 CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.
6.4 ANNUAL REPORT
No annual report to shareholders shall be required; but the Board of Directors may cause to be sent to the shareholders annual or other reports in such form as may be deemed appropriate by the Board of Directors.
ARTICLE VII
: AMENDMENTS TO BYLAWSNew Bylaws may be adopted or these Bylaws may be repealed or amended by a vote or the written assent of either shareholders entitled to exercise a majority of the voting power of the Corporation, or by a majority of the number of Directors authorized to conduct the business of the Corporation.
ARTICLE VIII
: CORPORATE SEALThis Corporation shall have the power to adopt and use a common seal or stamp, and to alter the same, at the pleasure of the Board of Directors. The use or nonuse of a seal or stamp, whether or not adopted, shall not be necessary to, nor shall it in any way effect, the legality, validity or enforceability of any corporate action or document (NRS 78.065).
ARTICLE IX
: CERTIFICATES OF STOCK9.1 FORM
Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby, its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; and statement of liens or restrictions upon transfer or voting, if any; and, if the shares be assessable, or, if assessments are collectible by personal action, a plain statement of such facts.
9.2 EXECUTION
Every certificate for shares must be signed by the President or the Secretary or must be authenticated by facsimile of the signature of the President or Secretary. Before it becomes effective, every certificate for shares authenticated by a facsimile of a signature must be countersigned by an incorporated bank or trust Company, either domestic or foreign as registrar of transfers.
9.3 TRANSFER
Upon surrender to the Secretary or transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by a proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.
9.4 LOST OR DESTROYED CERTIFICATES
Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require and shall, if the Directors so require, give the Corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed.
9.5 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.
9.6 CLOSING STOCK TRANSFER BOOKS
The Board of Directors may close the transfer books in their discretion for a period not exceeding the sixty (60) days preceding any meeting, annual or special, of the shareholders, or the date appointed for the payment of a dividend.
CERTIFICATE OF SECRETARY
I, Diane Rees, the undersigned, the duly elected and acting Secretary of Golden Aria Corp., do hereby certify that the above and foregoing Bylaws were adopted as the Bylaws of said Corporation on the 24th day of November, 2004 by the Directors of said Corporation.
___________________________________
Diane Rees, Secretary
CONSENT RESOLUTIONS OF THE DIRECTORS
FOR THE ORGANIZATIONAL MEETING OF GOLDEN ARIA CORP. (THE "CORPORATION")
We, being all or a quorum of the directors of the Corporation hereby WAIVE notice of the time and place of the Organizational Meeting of the Directors of the Corporation and DO HEREBY CONSENT to the adoption of the following resolutions:
Corporate Proceedings
RESOLVED , that the Articles of Incorporation as filed with the Secretary of State BE APPROVED and inserted into the Corporation's Minute Book.
RESOLVED , that the form of stock certificate submitted to this meeting BE APPROVED and a copy of the stock certificate inserted into the Corporation's Minute Book.
RESOLVED , that the Code of Bylaws presented to this meeting BE APPROVED AND ADOPTED AND CERTIFIED as the Code of Bylaws of the Corporation, and inserted into the Corporation's Minute Book.
Officer Appointments and Salaries
RESOLVED
, that the following individuals be nominated as the officers of the Corporation, holding the position(s) as set out below, and that these individuals serve until the next annual Board meeting or until their successors are duly elected and shall qualify:
Chris Bunka |
President |
Diane Rees |
Secretary |
Diane Rees |
Treasurer |
RESOLVED FURTHER , that the salary of the corporate officers shall be determined at a later date.
Reimbursements to Officers, Directors and Approved Employees
RESOLVED , that the Treasurer of the Corporation be authorized and directed to pay all charges and expenses incident to the formation and organization of this Corporation and to reimburse all persons who have made any disbursements for such charges and expenses.
RESOLVED , that the Corporation shall reimburse each officer, director and approved employee for any reasonable necessary expenses which they incur in connection with the purposes of the Corporation and in furtherance of its business.
RESOLVED FURTHER , that it shall be the policy of this Corporation to reimburse each officer, director and approved employee, or to pay directly on behalf of each officer, director or approved employee necessary and ordinary out-of-pocket expenses incidental to travel for all business activities of the Corporation requiring travel.
Amortization of Formation Expenses
RESOLVED , that beginning with the month in which the Corporation begins business, the Corporation commence amortizing its organizational expense over a period of sixty (60) months in accordance with Section 248 of the Internal Revenue Code.
Corporation Bank Account
RESOLVED , that _______________________ is designated as the financial institution for the Corporation, and all checks, drafts, and orders on any of the accounts with the financial institution may be signed by the following: Chris Bunka, Diane Rees. The President, Secretary and Treasurer are authorized and directed to execute any documents necessary to open and continue any accounts with the financial institution.
RESOLVED FURTHER that counsel for the Corporation be, and hereby is, instructed to insert a copy of such documents into the Corporation's Minute Book.
Registered Agent
RESOLVED , that Eh? Clerical Services, Inc. be, and hereby is appointed Registered Agent for the Corporation in the State of Nevada. The office of the Registered Agent is to be located at 3990 Warren Way, Reno, Nevada 89509 .
Issuance of Capital Stock and Founders Shares
RESOLVED , that the capital stock of the Corporation shall be issued pursuant to Section 1244 of the Internal Revenue Code. The Corporation is authorized to offer and issue its authorized common stock. Said stock shall be issued only for money and other property (other than stock or securities). The officers of the Corporation are authorized and empowered, and directed to perform any and all acts necessary to carry out this plan and to qualify the stock offered and issued under it as Section 1244 stock as that term is defined in Section 1244 of the Internal Revenue Code and the Regulations thereunder.
(OR)RESOLVED , that in consideration for the receipt of cash, assets or services performed or to be performed valued at an aggregate of Five Hundred Fifty Dollars ($550.00), the Corporation shall issue founders common stock in the capital of the corporation, having a par value of $0.001 per share, to the following individuals and in the following denominations:
Stockholder Name
No. of Shares Purchased
Aggregate Purchase Price
Stock Certificate No.
Chris Bunka
500,000
$500.00
1
Diane Rees
50,000
$50.00
2
RESOLVED
FURTHER that the stock, upon issuance, shall be fully paid and non-assessable.Fiscal Year-End
RESOLVED , that June 30 shall be selected as the fiscal year-end date for the Corporation by filing of a tax return, other appropriate tax form, or by any other proper action.
Officerial Empowerment
RESOLVED , that the officers of the Corporation, or such other individuals as may be authorized by the directors of the Corporation, be and hereby are authorized and empowered to act for and on behalf of this Corporation, and perform any corporate act and deed at any time or from time to time, including the negotiate of and entering into any leases, mortgages, promissory notes or other agreements with any party or parties, containing such terms and conditions as said officers may deem necessary or desirable in order to promote and fully effectuate the conduct, by this Corporation, of its business and/or businesses.
Future Board Meetings
RESOLVED , that the meetings of the Board of Directors of this Corporation be held at the principal office of the Corporation, or at such other location as a majority of the Board may determine, from time to time, as may be called by the President, and that no further notice of such regular meetings need be given.
Dated: November 24, 2004
Chris Bunka, Director |
Diane Rees, Director |
CONSENT RESOLUTIONS OF THE SHAREHOLDERS FOR
THE FIRST MEETING OF
GOLDEN ARIA CORP.
(THE "CORPORATION")
We, being all or the majority of the Shareholders of the above-captioned corporation as required in the Bylaws of the Corporation, hereby WAIVE notice of the time and place of the First Meeting of the Shareholders of the Corporation and DO HEREBY CONSENT to the adoption of the following resolutions:
RESOLVED that the following individuals be appointed as Directors of the Corporation, to serve for a period of one year and until such time as their successors are elected and qualify:
Chris Bunka
Diane Rees
RESOLVED , that the items listed below have been examined by the Shareholders, and are all approved and adopted, and that all acts taken and decisions reached as set forth in such documents be, and they hereby are, ratified and approved by the Shareholders of the Corporation:
A. Copy of Certificate of Incorporation;
B. Copy of the By-Laws of the Corporation;
C. Consent Resolutions of the Organizational First Meeting of Directors; and
D. Share Certificates #1 and #2.
Dated: November 24, 2004
Chris Bunka, Shareholder |
Diane Rees, Shareholder |
RESIGNATION OF INCORPORATOR
I, Megan Hughes, for Eh? Clerical Services Inc., incorporator of Golden Aria Corp., a Nevada Corporation, hereby tender and submit my resignation as a member of the Board of Directors and as an officer of the above-noted Corporation, such resignation to be effective November 24, 2004.
_________________________
Megan Hughes, for
Eh? Clerical Services, Inc.
AMENDMENT AGREEMENT
THIS AGREEMENT is made as of the 8 th day of April, 2005
BETWEEN : Miranda U.S.A., Inc., a Nevada Corporation
(herein called the "Optionor")
OF THE FIRST PART
AND : Golden Aria Corp. , a Nevada Corporation
(herein called the "Optionee")
OF THE SECOND PART
WHEREAS:
The parties entered into an Exploration Agreement With Option to Joint Venture dated the 6 th day of April, 2005 (the "Agreement") whereby the Optionee can acquire an undivided sixty percent (60%) interest in the Coal Canyon Property; and
The parties now wish to amend the Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that the Agreement is amended as follows:
By the deletion of paragraph 1.2 in its entirety and the substitution therefor of the following:
1.2 Area of Interest shall mean the area shown on ' A attached hereto and shall include any and all mineral interests staked, located, granted or acquired by or on behalf of either of the parties hereto during the currency of this Agreement which are located, in whole or in part, within one mile of the existing perimeter of the Property;
2. The parties hereby ratify and confirm the Agreement in all other respects.
IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement effective as of the 8 th day of April, 2005.
Miranda U.S.A., Inc.
Per:
Ken Cunningham, President
Golden Aria Corp.
Per:
Gerald Carlson, President
EXPLORATION AGREEMENT WITH OPTION FOR JOINT VENTURE
(COAL CANYON PROJECT)
THIS EXPLORATION AGREEMENT WITH OPTION FOR JOINT VENTURE (COAL CANYON PROJECT) is made this __6___ day of __April_, 2005 by and between MIRANDA U.S.A., INC., a Nevada corporation ("Miranda"); and GOLDEN ARIA CORP., a Nevada corporation ("Golden Aria").
RECITALS
A. On May 27, 2004 Miranda's predecessor, Miranda U.S.A., Inc., a Wyoming corporation ("Miranda Wyoming") entered into a "Mining Lease" with Nevada North Resources (U.S.A.), Inc. affecting the Coal Canyon Project situated in Eureka County, Nevada (the "Nevada North Lease"). A copy of the Nevada North Lease and attached claim description is attached hereto as Exhibit A. On October 7, 2004 Nevada North Resources (U.S.A.), Inc., Miranda Wyoming, and Miranda entered into a "Novation Agreement of Mining Lease," whereby Miranda was substituted for Miranda Wyoming under the Nevada North Lease.
The Nevada North Lease and the mining claims described therein, together with all ores, minerals, surface and mineral rights, and the right to explore for, mine, and remove the same, and all water rights and improvements, easements, licenses, rights-of-way and other interests appurtenant thereto, shall be referred to collectively as the "Property."
B. The parties now desire to enter into an Agreement by which Golden Aria can acquire an undivided sixty percent (60%) interest in the Property. The Agreement will govern the actions of Golden Aria and Miranda during Golden Aria's earn-in period, and set forth essential terms of a Joint Venture Agreement for further development of the Property.
THEREFORE, the parties have agreed as follows:
SECTION ONE
Terms and Definitions
1.1 Affiliate means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, a Party. For purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.
1.2 Area of Interest shall mean the area shown on Exhibit B attached hereto.
1.3 Agreement means this Agreement, which sets forth the business arrangement between the Parties during the option period described in Section 3 below.
1.4 Assets means the Property, products, and all other real and personal property, tangible and intangible, held for the Parties hereunder.
1.5 Bankable Feasibility Study means a detailed report prepared or verified by a independent firm of consultants demonstrating the feasibility of placing the Property into commercial production. The study shall be in such form and include such details as is customarily required by institutional lenders of major financing for mining projects.
1.6 Budget means a detailed estimate of all costs to be issued by the Parties with respect to a Program and a schedule of cash advances to be made by the Parties.
1.7 Costs means all expenditures whatsoever, direct or indirect, with respect to Operations incurred by the Operator after the Participation Date, including the Operator's fee contemplated by Section 5.1(a).
1.8 Earn-In Obligation means the minimum amount Golden Aria must expend pursuant to Sections 3.2, 3.3, 3.4, and 3.5 below in order to acquire a 60% Participating Interest in the Property.
1.9 Exploration means all activities directed toward or incident to ascertaining the existence, location, quantity, quality, or commercial value of deposits of Products including without limitation those activities included in Section 1.10, "Exploration Expenditures."
1.10 Exploration Expenditures shall mean all costs properly incurred for the benefit of the Property pursuant to Programs and Budgets approved pursuant to this Agreement, recorded in accordance with generally accepted accounting principles consistently applied. Exploration Expenditures shall include the following:
Actual salaries, benefit costs, and wages of employees or contractors of the Operator directly assigned to and actually performing Exploration and related activities within or benefiting the Property. Employees and contractors shall include geologists, geophysicists, engineers, engineering assistants, technicians, draftsmen, engineering clerks, and other personnel performing services connected with Exploration of the Property; actual costs and expenses of use of machinery, equipment and supplies required for such activities; travel expenses and transportation of employees, contractors, materials, equipment and supplies necessary or convenient for the conduct of such activities; all payments to contractors for work on such activities; costs of assays, metallurgical testing and analysis and other costs incurred to determine the quantity and quality of Products including preparation of feasibility studies; costs incurred to obtain permits, rights-of-way and other similar rights in connection with such activities; costs incurred in preparation and acquisition of environmental permits necessary to commence and complete such activities; costs and expenses of holding and maintaining the Property, such costs and expenses to include performing, completing and filing all annual assessment work to maintain the Property in good standing and the payment of U.S. Bureau of Land Management claim maintenance fees, all taxes levied against the Property or any interest in the Property, the cost of insurance premiums or bonds, costs of title search and remediation and curative work; claim maintenance in order to comply with state or federal regulatory requirements; costs of staking and recording additional claims or other rights within the Area of Interest; and any and all capital items acquired for the Exploration of the Property; and a management fee based on the foregoing charges and expenditures of ten percent (10%) to cover head office overhead, general and administration expenses.
1.11 Interest shall have the same meaning as 1.18, Participating Interest .
1.12 Joint Venture Agreement shall refer to the business arrangement between the Parties after formation of a Joint Venture pursuant to Section 4.1 below.
1.13 Management Committee means the committee established under Section 4.2.
1.14 Net Proceeds means certain amounts calculated as provided in Exhibit B,
which may be payable to a party under Section 7.1(b).
1.15 Net Smelter Returns means certain amounts calculated as provided in Exhibit C, which may be payable to a Party under Section 6.3(c).
1.16 Operations means the activities carried out under this Agreement.
1.17 Operator means the person or entity appointed under Sections 3.3 and 5.1, to manage Operations, or any successor Operator, as provided for by this Agreement.
1.18 Participation Date means the date of the formation of a Joint Venture hereunder as provided in Section 4.3.
1.19 Participating Interest means the percentage interest representing the operating ownership interest of a Party in Assets, and all other rights and obligations arising under this Agreement, as such interest may from time to time be adjusted hereunder. Participating Interests shall be calculated to three decimal places and rounded to two ( e.g. , 1.519% rounded to 1.52%). Decimals of .005 or more shall be rounded up to .01, decimals of less than .005 shall be rounded down. The initial Participating Interests of the Parties are set forth in Section 4.1.
1.20 Party shall refer to Golden Aria or Miranda individually, and Parties shall refer to Golden Aria and Miranda collectively.
1.21 Prime Rate means the interest rate quoted as " Prime " by the Bank of America, at its head office, as said rate may change from day to day (which quoted rate may not be the lowest rate at which the Bank loans funds).
1.22 Products means all ores, minerals, and mineral resources produced from the Property under this Agreement.
1.23 Program means a description in reasonable detail of Operations to be conducted by the Operator on or for the benefit of the Property pursuant to this Agreement. 1.24 Property means Miranda's leasehold interests in the Nevada North Lease, as described in Recital A and Exhibit A of this Agreement, and all other rights or interests in real property (including royalty interests) within the Area of Interest that may be acquired and held pursuant to the Agreement.
1.25 Supplementary Program means a Program proposed by the Operator after the approval of a then current Program which contemplates additional exploration activity or changes to the construction or production concepts or methods contained in, or the assets to be acquired under, the then current Program, which shall also include a supplementary budget relating thereto, which budget shall reflect only the additional or reduced costs associated with the additional or changed work contemplated by the Supplementary Program.
1.26 Venture means the business arrangement of the Parties under the Joint Venture Agreement.
1.27 $ refers to United States dollars.
SECTION TWO
Representations And Warranties
2.1 Miranda's Warranties . Miranda hereby represents and warrants that, as of the date of the execution of the Agreement:
a. Miranda is a corporation in good standing under the laws of the State of Nevada and has the right to enter into this Agreement, and the performance of its obligations hereunder shall not be in breach of, or in conflict with any agreements or undertakings between it and any governmental authority in the United States, or any other Parties.
b. To the best of Miranda's knowledge, the Property is free and clear of all liens and encumbrances, recorded or unrecorded, except for the Nevada North Lease described in Recital A and Exhibit A attached hereto.
c. Miranda is not aware of any pending or threatened claims, liens, or litigation by any person or entity with respect to the Property.
d. To the best of Miranda's knowledge and belief (1) the mining claims that comprise the Property have been properly located and maintained in accordance with State and Federal mining laws; (2) Miranda has paid the federal rental fees for the 2004-2005 assessment year and made all necessary filings with Eureka County in order to maintain the claims in good standing; and (3) the claims are presently valid and in good standing. Miranda makes no warranty regarding the presence of valuable minerals on the claims.
e. Miranda is not aware of any environmental liability or reclamation obligations affecting the Property, or of any judicial or administrative order or action requiring remedial action with respect to the Property.
f. Miranda has the right to enter into this Agreement, and the unrestricted right to assign an undivided 60% interest to Golden Aria, and the entering into and execution of this Agreement has been duly authorized by all necessary corporate proceedings of Miranda.
2.2 Golden Aria's Warranties . Golden Aria hereby represents and warrants that, as of the date of the execution of the Agreement:
a. Golden Aria is a corporation in good standing under the laws of the State of Nevada and has the right to enter into this Agreement, and the performance of its obligations hereunder shall not be in breach of, or in conflict with any agreements or undertakings between it and any governmental authority in the United States, or any other party.
b. The entering into and execution of this Agreement has been duly authorized by all necessary corporate proceedings of Golden Aria.
SECTION THREE
Option to Acquire Interest in Property
3.1 Scope of Section 3 . The terms of Section 3 set forth the relationship between Golden Aria and Miranda during the earn-in period.
3.2 Right to Earn Interest . Miranda hereby grants to Golden Aria the exclu-sive right and option to acquire an undivided sixty percent (60%) Interest in the Property on the terms and conditions set forth below in this Section 3
, or to acquire an additional 10% interest for a total undivided 70% interest on the terms and conditions set forth in Section 4.3.3 Expenditures . Golden Aria may acquire its undivided 60% Interest in the Property by expending a cumulative total of ONE MILLION DOLLARS ($1,000,000.00) in Exploration Expenditures on the Property within a period of four years from the effective date of this Agreement. The first year of this Agreement shall commence on its execution and end on December 31, 2005. Thereafter, the second through fourth years of the Agreement shall correspond to calendar years. The minimum Exploration Expenditures for each year shall be as follows:
Exploration Cumulative Exploration
Expenditures Expenditures
By December 31, 2005 $50,000.00 $50,000.00
By December 31, 2006 $100,000.00 $150,000.00
By December 31, 2007 $300,000.00 $450,000.00
By December 31, 2008 $550,000.00 $1,000,000.00
Total: $1,000,000.00
Golden Aria must fulfill the first year's Exploration Expenditures obligation. Thereafter, Golden Aria may terminate this Agreement at any time by giving written notice to Miranda. If Golden Aria terminates after June 1 of any year, Golden Aria shall pay the federal maintenance fees due in August of that year. Any excess of Exploration Expenditures in one year may be applied to subsequent years.
If Golden Aria does not complete its required Exploration Expenditures on the Property by December 31, 2008, this Agreement shall automatically terminate.
3.4 Cash Payments . In addition to the Expenditures set forth in Section 3.3 above, Golden Aria shall make the following cash payments to Miranda in order to maintain the option in good standing:
a. Golden Aria shall pay the sum of FIFTEEN THOUSAND DOLLARS ($15,000.00) to Miranda within ten (10) days following execution of this Agreement by both parties.
b. Thereafter, Golden Aria shall make the following payments to Miranda in order to maintain the option in good standing for an additional period of one year:
Anniversary of Agreement |
Cash Payment |
March 25, 2006 |
$25,000.00 |
March 25, 2007 |
$25,000.00 |
March 25, 2008 |
$35,000.00 |
March 25, 2009 |
$100,000.00 |
3.5 Assumption of Lease Obligations . Golden Aria agrees to assume and discharge all obligations set forth in the Nevada North Lease, including, but not limited to, payment of the following advanced minimum royalties to Nevada North Resources:
Date of Payment |
Amount of Payment |
May 27, 2005 |
$6,250.00 |
May 27, 2006 |
$6,250.00 |
May 27, 2007 |
$10,000.00 |
May 27, 2008 |
$10,000.00 |
3.6 Stock Distribution . Upon execution of this Agreement, Golden Aria shall deliver TWO HUNDRED FIFTY THOUSAND (250,000 shares) of its common stock to Miranda. These shares will be issued under the rules and provisions of Rule 144 and are therefore restricted. As of the date of this agreement, Golden Aria is a private company and no market exists for these shares.
3.7 Operator during Earn-In . Golden Aria shall be Operator during the earn-in period, with full control, authority, and responsibility for all Operations to be conducted on the Property. Golden Aria shall conduct all Operations hereunder in a proper and workmanlike manner, in full compliance with all applicable laws and regulations, and subject always to the terms and conditions of this Agreement. Golden Aria shall defend, indemnify, and hold Miranda harmless from all claims and liabilities, including environmental liabilities and/or reclamation obligations, resulting from its activities during the earn-in period, which responsibility shall survive termination of this Agreement.
It is expressly understood and agreed that Miranda shall remain solely responsible for any environmental liability and/or reclamation obligations resulting from Miranda's activities on the Property prior to execution of this Agreement.
Golden Aria and Miranda will meet on or before the end of February of each year to discuss prior year exploration results and develop exploration plans for the following year. Subject to the rights and obligations of this Agreement, Golden Aria shall have final decision authority regarding the Exploration work to be conducted during the earn-in period.
3.8 Claim Maintenance . Golden Aria shall maintain the Property in good standing, including payments, filings, and any other actions necessary to maintain the mining claims in good standing. On or before June 1 of each year Golden Aria shall pay federal claim maintenance fees or perform annual assessment work, as required by the laws of the United States. On or before June 1 of each year, Golden Aria shall file an Affidavit and Notice of Intent to Hold or Affidavit or Annual Assessment Work in Eureka County, as required by State law. Golden Aria shall provide Miranda with evidence of these filings immediately after payment and recording.
3.9 Reports and Inspections . Golden Aria will provide Miranda with monthly progress reports (required only during months of active exploration) that include assay results from sampling and drilling. By February 15 of each year, Golden Aria shall provide Miranda with reports describing its Exploration Expenditures and the data and information obtained from its Operations on the Property during the preceding year. All such information shall be kept confidential by Miranda, except as to those matters strictly required to be disclosed by regulatory agencies. Miranda shall, upon prior notice, have access, at its sole risk and expense, to the Property or other lands for the purpose of viewing the work conducted thereon and shall also have reasonable access to all records, including accounting records, of Golden Aria respecting Exploration work carried out on the Property. However, such access shall not unduly interfere with or disrupt the activities of Golden Aria. The Parties shall approve in writing, prior to release, all public announcements, or press releases, and/or disclosures to third parties, to be issued by either Party regarding the Agreement and all matters related thereto. This limitation on disclosure shall not apply to the Affiliate(s) of any Party. Approval by either Party shall not be unreasonably withheld; if a party does not respond to a request for approval within two business days after receipt, the press release shall be deemed to be approved.
3.10 Liens and Insurance . Golden Aria shall keep the Property free and clear of all liens and encumbrances resulting from its activities, and shall maintain comprehensive general liability and automobile insurance with a minimum of $2,000,000.00 in coverage protecting the Parties to this Agreement from third party claims. Golden Aria shall also maintain worker's compensation insurance in compliance with the laws of the State of Nevada. Golden Aria shall provide evidence of insurance coverage to Miranda.
3.11 Assignment and First Right of Refusal . No Party shall sell, assign, or transfer its interest in the Property or any other Assets before or after the Participation Date, except to an Affiliate without first having offered same to the other Party in writing on the same or more favorable terms. If the non-transferring Party declines to elect to acquire the offering Party's interest or right within 30 days of receipt of its offer, the offering Party shall then have the right to transfer its interest or right without further restriction on the same terms as offered to the other Party hereunder or less favorable terms within sixty (60) days following such declination, failing which the terms of this clause shall again come into effect with respect to the offering Party's interest hereunder. Any sale or assignment shall be made subject to the rights and obligations created by this Agreement (or the Joint Venture Agreement, as the case may be), including those with regard to assignment.
3.12 Property Acquisitions .
a. Any interest or right to acquire any interest in real property (including royalty interests) within the Area of Interest acquired during the term of this Agreement or of the Joint Venture Agreement (during or following Golden Aria' earn-in period) by or on behalf of either Party, or any Affiliate, shall be subject to the right of the other Party to make such acquired interests or rights subject to this Agreement or the Joint Venture Agreement, as the case may be, within a thirty (30) day election notice provision. The election by such other Party shall be subject to payment by such Party of a portion of the acquisition costs in proportion to its Participating Interest (except to the extent such acquisition costs, if incurred by Golden Aria, are included as part of Golden Aria' Earn-In Obligation). Any interest or right acquired by the Operator within the Area of Interest pursuant to an approved Program and Budget shall automatically become subject to the Joint Venture Agreement.
b. If any Property or rights are abandoned by the Parties, any re-acquisition of such abandoned Property or rights shall be subject to the provision of Section 3.12(a)
c. The rights and obligations of the Parties under this Section 3.12 shall terminate upon termination of this Agreement. However, if Golden Aria terminates the Agreement through election or default prior to fulfilling its Earn-In Obligation, Golden Aria or any Affiliate of Golden Aria shall not acquire any interest or rights within the Area of Interest for a period of one (1) year from the date of Golden Aria' termination.
3.13 Default . If either Party defaults in performing its obligations under this Agreement, the non-defaulting Party may give written notice to the defaulting Party specifying the nature of the default. The defaulting Party shall have fifteen (15) days from the date of receipt to remedy any default in payment, and thirty (30) days from the time of notification as noted in Section 8.5, to remedy any other default under this Agreement. If the defaulting Party fails to remedy the default within the specified period, the non-defaulting Party may terminate this Agreement by written notice, which remedy shall be in addition to all other remedies allowed by law and equity.
SECTION FOUR
Joint Venture
4.1 Scope of Sections 4 through 7 . The provisions of this Section 4 and Sections 5 through 7 which follow shall govern the relationship between Miranda and Golden Aria during the formation and conduct of their Joint Venture following Golden Aria's earn-in.
4.2 Option for Additional Earn-In . If Golden Aria maintains the option in good standing and satisfies the Earn-In obligations described in Sections 3.3, 3.4, 3.5, and 3.6 above (the "Phase 1 Earn-In"), it shall have earned a sixty percent (60%) interest and shall give written notice to Miranda substantiating its expenditures.
Golden Aria will have the right, but not the obligation, to earn an additional ten percent (10%) interest in the Coal Canyon Project by paying all expenditures associated with preparation of a Bankable Feasibility Study for the Project. If Golden Aria chooses to earn this additional interest, the Bankable Feasibility Study must be completed within (36 months) of completing the Phase 1 Earn-In. Completion of the Bankable Feasibility Study shall be referred to as the "Phase 2 Earn-In."
4.3 Formation of Joint Venture . Upon completion of the Phase 1 Earn-In (if Golden Aria chooses not to proceed to the Phase 2 Earn-In), or upon completion of Phase 2 Earn-In, as the case may be, Miranda and Golden Aria will form a Joint Venture in accordance with Sections 4 through 7 and, to the extent applicable, Section 8 below, and in the general format of Form 5A ("Form 5A") prepared by the Rocky Mountain Mineral Law Foundation. The Parties may mutually agree to use Form 5A-LLC in place of Form 5A, and all references in this Agreement to Form 5A shall then refer to Form 5A-LLC. The Participating Interest of Miranda shall be 40% (or 30% in the event of Phase 2 Earn-In) and the Participating Interest of Golden Aria shall be 60% (or 70% in the event of Phase 2 Earn-In.). The date of formation of the Joint Venture is referred to as the " Participation Date ." The Parties will negotiate in good faith to execute the Joint Venture Agreement within 90 days of notice given by Golden Aria pursuant to this Section 4.1. Miranda shall simultaneously convey the Property to the Joint Venture. In the event of any inconsistency between Sections 4 through 8 below and Form 5A, the provisions of this Agreement shall control. Golden Aria may make such expenditures as are necessary to maintain the Property and comply with laws and regulations pending execution of the Joint Venture Agreement, which expenditures shall be shared by the Parties in accordance with their Participating Interests.
Upon completion of the Phase 1 Earn-In Obligation, Golden Aria shall have a vested right to a 60% ownership interest in the Property irrespective of any delay in execution of the Joint Venture Agreement, or to a 70% interest if a Phase 2 Earn-In, as the case may be.
4.4 Management Committee . Following formation of the Joint Venture pursuant to Section 4.1 above, Golden Aria and Miranda shall jointly participate in exploring and developing the Property, with each providing its share of costs and each sharing in production in accordance with their respective Participating Interests.
A Management Committee consisting of one representative of each Party shall be established and shall be responsible for approving Programs and Budgets, and for determining the general policies and direction to be adopted by the Operator in the conduct of the Operations under this Agreement.
4.5 Meetings and Decisions . The Management Committee shall meet at least once annually and otherwise on ten (10) days written notice given by either Party. Such notices shall be accompanied by an agenda of matters to be discussed and/or decided at the meeting. Other than as provided in this Section 4.5 and subject to Section 6.4(c) below, all decisions of the Management Committee shall be by majority vote. Each Party's representative shall be entitled to a vote equal to the Participating Interest such Party holds. In the event of a deadlocked vote the Operator shall have the deciding vote, except that the following decisions shall require the unanimous approval of the Management Committee: (a) acquisition or disposition of Property; (b) conduct of business other than for exploration, development or mining of the Property; (c) borrowing or entering into any form of credit arrangement which involves the pledge of all or part of any Party's Participating Interest; (d) any subsequent changes in the definition of the authority and responsibilities of the Operator; (e) approval of any subsequent revisions in the accounting procedures as adopted by the Venture; (f) except as set forth in Section 6.4(c), material changes to approved Programs and Budgets that would require a call for a cash contribution from the Parties not previously approved as part of a Program and Budget; and (g) whether to establish a tax partnership for federal income tax purposes; (h) suspension or reduction in the annual minimum work commitment.
SECTION FIVE
Operator
5.1 Designation of Operator .
a. Golden Aria shall be the initial Operator for the joint Venture. The Operator shall have exclusive charge of all Operations hereunder and shall conduct such operations in accordance with approved Programs established by the Management Committee. The Operator shall be entitled to charge and receive from the joint Venture Parties, for the Operator's costs of supervision in carrying out each Program where such Program consists primarily of Exploration, 10% on all work incurred by the Operator. Where the Program relates to development and construction and/or operation of a mine, the Operator shall be entitled to charge its actual costs of supervision and administration in carrying out a Program hereunder, such that the Operator neither makes a profit nor incurs a loss as a result of acting as the Operator.
b. The non-Operator may, upon thirty (30) days prior written notice, elect to replace the Operator upon the Participating Interest of the Operator becoming less than 50%; provided, however, that the non-Operator has, at such time, at least a 50% Participating Interest. Where the Operator is replaced by the non-Operator, the Operator shall provide to the non-Operator, within the above thirty (30) day notice period, all exploration data, drill core, geochemical samples and related records.
c. Operator may at any time resign as Operator upon thirty (30) days notice, at which time the non-Operator with the greatest Participating Interest may elect to become the new Operator, failing which the Management Committee shall meet to select a new Operator.
5.2 Operator's Duties .
a. The Operator shall conduct all Operations in a good workmanlike and efficient manner, in accordance with sound mining and other applicable industry standards and practices, but in no event shall the Operator be liable to the non-Operator for any act or omission resulting in damage or loss or for bearing the non-Operator's share of the costs thereof except to the extent caused by or attributable to the Manager's willful misconduct or gross negligence.
b. The Operator shall prepare and submit reports on a monthly basis to the non-Operator respecting results obtained from the implementation of a Program. The Operator shall submit an annual report to the non-Operator on or before February 15 of each year describing its expenditures and the geologic data obtained from its Operations on the Property during the preceding calendar year. The non-Operator shall, upon prior notice, have access at its sole risk and expense to the Property for the purpose of viewing the work conducted thereon and shall also have access to all records of the Operator respecting Exploration and development work carried out on the Property, provided, however, that such access shall not unduly interfere with or disrupt the activities of the Operator. The Parties shall approve in writing, prior to release, all public announcements, press releases and/or disclosures to third parties, to be made by either Party regarding the Agreement and all matters related thereto. Approval by either Party shall not be unreasonably withheld.
c. During the currency of this Agreement, the Operator shall, subject to Section 5.2(d) below, keep the Property in good standing, free and clear of all liens and encumbrances resulting from its activities, and shall maintain adequate insurance coverage protecting the Parties to this Agreement from third party claims.
d. Should the Operator recommend that any of the mining claims comprising the Property be dropped, it shall give the non-Operator thirty (30) days notice and the non-Operator may elect to have such claims transferred to it. If the non-Operator fails to respond to the Operator's notice within thirty (30) days then the Operator may drop such claims and such claims shall thereupon cease to be part of the Property.
5.3 Indemnification . Each Party shall indemnify and save the Operator harmless from and against any action, claim, demand, damage or expense (including, without limiting the generality of the foregoing, all legal fees and disbursements) resulting from any acts or omission of the Operator or its officers, employees or agents, except to the extent caused by or attributable to the Operator's willful misconduct or gross negligence.
The obligation of each of the Parties to indemnify and save the Operator harmless pursuant to Section 5.3 shall be in proportion to its Interest as of the date that the action, cause of action, claim, demand, damage or expense occurred or arose.
SECTION SIX
Programs and Budgets .
6.1 Programs by Operator . The Operator shall propose Programs and Budgets to the Management Committee at least annually for periods determined necessary or appropriate by the Operator. Programs and Budgets for Exploration or mining Operations shall not exceed one year without unanimous approval of the Participants. The Management Committee will vote upon the proposed work plan and budget within 30 days after delivery by the Operator. Each Party shall give notice to the Operator within 30 days after a Program and Budget is approved by the Management Committee, whether it will fund its share of expenditures in respect of such Program and Budget. Each Party who elects to fund its share shall be obligated to do so.
6.2 Programs by Non-Operator . If the Operator (including any replacement Operator who has become the Operator pursuant to this Section 6.2) does not propose a Program and Budget requiring a total annual expenditure of $200,000 or more prior to the beginning of an annual budget period, then, within 30 days after the beginning of the annual period, the non-Operator may propose a Program and Budget requiring an annual expenditure of $200,000 or more, and the non-Operator shall thereupon become the Operator. The former Operator shall be entitled to meet with the new Operator to discuss the proposed Program and Budget and suggest any changes it feels are appropriate. The new Operator shall immediately thereafter finalize the Program and Budget and deliver it to the former Operator, whereupon it shall be deemed to have been approved by the Management Committee. If the non-Operator does not present such a proposal within 30 days after the beginning of the annual period, then the non-Operator will have waived its right to do so for that annual period.
6.3 Dilution of Interests .
a. When Golden Aria has completed the Phase 1 Earn-In Obligation, Golden Aria's initial investment base in the Venture for dilution purposes shall be $1,000,000.00 and Miranda's initial investment base shall deemed to be $666,666.67. Additional expenditures by each Party shall be added to its investment base. If Golden Aria completes the Phase II Earn-In Obligation and earns a 70% interest in the Property by producing a bankable feasibility study, its initial investment will be its actual Exploration Expenditures on the Property and Miranda
' s deemed initial expenditure will be a sum such that Miranda's interest in the venture shall be 30%.b.
If a Party does not commit to paying its share of any approved Program and Budget, its Participating Interest shall be diluted by dividing: (1) the sum of (a) the deemed value of the Party's initial contribution set forth, and (b) the total of all of the Party's later contributions; by (2) the sum of (a) and (b) above for all participants and (c) the contributions of the other Party under the current budget; and then multiplying the result by one hundred. The Participating Interest of the other Party shall thereupon become the difference between 100% and the recalculated Participating Interest.c. Upon a Party's Participating Interest having been reduced to 10% pursuant to either Section 6.3(b) or 7.1(a), its Participating Interest shall be automatically converted to a royalty on production from the Property equal to one percent (1.0%) of Net Smelter Returns as described in Exhibit C attached hereto, and the Party shall have no further interest in the Assets or under this Agreement except its royalty interest.
d. If either Party's Participating Interest is converted under this Section 6.3, upon the date of such conversion, such Party shall convey and assign to the other Party all of its rights and interests in the Property, except the royalty interest described in Section 6.3(c), and the other Party shall become the beneficial owner of 100% of the Property.
6.4 Cash Calls .
a. The Operator shall make monthly cash calls in advance based upon expenditure projections for an approved Program, and each Party shall remit its proportionate share within ten (10) business days after receipt. However,
following the decision to commence Development or Mining on any of the Properties, the Operator shall give the non-Operator notice of the time and amount of the first cash call. The non-Operator shall have a period of four (4) months in which to obtain financing to satisfy its financial obligations under the development and mining plan. If, at the end of four months, the non-Operator has obtained a letter of commitment from a lender or other financial institution to provide financing for the non-Operator's share of expenses, the non-Operator shall have an additional period of two (2) months in which to secure its financing and meet its cash call obligation. During this period of four or six months, the Operator may proceed with development of the Property and advance the non-Operator's share of costs. These advances by the Operator, together with interest at the rate provided for in the operating agreement, shall become a lien against the non-Operator's share of production. Failure to meet the cash call at the end of six months will constitute an act of default pursuant to Section 7.1.b. If actual expenditures for a month exceed the expenditure projection for the month then the Operator shall provide to each Party a financial accounting of the overrun. Upon receipt of such accounting each Party shall remit to the Operator its share of funds required to fund the overrun, subject to Section 6.4(c) below.
c. If the Operator incurs expenditures under an approved Program that are more the 110% of the approved Budget then, unless the Management Committee unanimously approved the funding of such excess, those expenditures exceeding 110% of the relevant approved Budget shall be paid by the Operator and shall not be included as expenditures for the purpose of calculating Participating Interests. Budget overruns of 10% or less shall be borne by the Parties in proportion to their respective Participating Interests as of the time the overrun occurs. However, in the case of emergency, the Operator may take any reasonable action it deems necessary to protect life, limb, or property, to protect the Assets of the joint Venture, or to comply with law or government regulations. The Operator may also make reasonable expenditures for unexpected events which are beyond its reasonable control and which do not result from a breach by it of its standard of care. Costs of emergency actions determined to have been properly incurred for the protection and benefit of the Venture, shall be funded by the Parties pro-rata in accordance with their respective Participating Interests at the time of the emergency action.
d. The Operator may propose Supplementary Programs or amendments to the Budget of a current Program covering portions of any calendar year by presenting such supplementary Programs or amendments to the Budget of a current Program to the Management Committee.
6.5 Audits . The accounting and financial records of the Operator regarding costs charged for the account of the Venture shall be subject to audit, following the procedures regarding audits as generally outlined by Form 5A. Any request for an audit or audit proceeding shall in no way defer or delay the obligation of the Parties to contribute their respective pro-rata share of Costs as provided by this Agreement.
6.6 Venture Liabilities and Credits . Except as otherwise provided, pursuant to the Joint Venture Agreement, all costs, expenses and liabilities accruing or resulting from the conduct of Venture operations shall be Venture liabilities, and all sales or other dispositions arising out of Venture operations (except for the taking of production in kind by the Parties) shall constitute credits to the Venture, to be allocated between the Parties in accordance with their Participating Interests.
SECTION SEVEN
Default and Dilution
7.1 Default . Should either Party (" Defaulting Party" ) fail to provide its share of funds toward an approved Program, after electing to do so, then the Operator may thereafter deliver a notice (" Default Notice ") requesting the immediate payment of the required funds. If the Defaulting Party fails to remit the required funds within 15 days of receipt of the Default Notice then:
a. For a default relating exclusively to an Exploration Program and Budget, the non-defaulting Party may pay all or a portion of the defaulted amount and, without waiving its other remedies, increase its participating interest by adding twice the amount it pays of the defaulted amount to its investment and then recalculating the parties' Participating Interests.
b. For a default relating to a Program and Budget covering in whole or in part development and construction and/or operation of a mine, the defaulting Party shall be deemed to have withdrawn from the Venture and to have automatically relinquished its Participating Interest to the non-defaulting Party; provided, however, that the defaulting Participant shall have the right to receive only from five percent (5%) of Net Proceeds if any, and not from any other source, an amount equal to the defaulting Participant's aggregate contributions to the Venture pursuant to Sections 6.3(a) and 6.4 above. The defaulting Party shall thereafter have no further right, title, or interest in the Assets or under this Agreement.
7.2 Security . Each Party's Participating Interest and its interest in Venture Assets, including the Property, shall be pledged as security for the performance of its obligations under this Agreement.
7.3 Dilution, Conversion, and Liability .
a. Dilution (or conversion) of a Party's Participating Interest pursuant to Sections 6.3 and 7.1 shall not act so as to relieve that Party from its obligation to indemnify the Operator under Section 5.3.
b. Any reduction (or conversion) of a Party's Participating Interest under Sections 6.3 or 7.1 shall not relieve such Party of its share of any liability, whether it accrues before or after such reduction (or conversion), arising out of Operations conducted prior to such reduction (or conversion). Such Party's share of such liability shall be equal to its participating Interest at the time such liability was incurred.
c. Each Party acknowledges that the exploration, development, and operation of the Property involves significant financial risks and that the conveyance and assignment of one Party's Interest in the Property to the other pursuant to Sections 6.3 and 7.1 does not constitute a penalty but rather is based on a genuine assessment of the increased financial risks associated with the other Party's increased contribution to Costs.
SECTION EIGHT
General Provisions
8.1 Title Held in Trust . Following earn-in, the Joint Venture shall retain title to the Property to be held in trust for the Parties in accordance with their respective Participating Interests.
8.2 No Partnership . The rights, duties, obligations and liabilities of the Parties under the joint Venture shall be several and not joint and several, it being the express purpose and intention of the Parties that their respective Participating Interests be held as tenants in common. Nothing in this Agreement shall be construed as creating a partnership of any kind or as imposing upon either Party any partnership duty, obligation or liability to the other.
8.3 Force Majeure . Neither Party hereto shall be liable to the other Party and neither Party hereto shall be deemed in default under this Agreement for any failure or delay to perform any of its covenants and agreements caused or arising out of any act not within the control of the Party, but excluding lack of funds. Such acts shall include, without limitation, acts of God, strikes, lockouts, or other industrial disputes, acts of the public enemy, riots, fire, storm, flood, explosion, government restriction, failure to obtain any approvals required from regulatory authorities, including environmental protection agencies, unavailability of equipment, interference of environmental or native rights advocacy groups, or other causes whether of the kind enumerated above or otherwise. Any period for performance affected by such events shall be extended for a period commensurate with the period of the delay. So far as possible, the Party affected will take all reasonable steps to remedy the delay caused by the events referred to above, provided, however, that nothing contained in this Section shall require any Party to settle any industrial dispute or to test the constitutionality of any law.
8.4 Other Activities . Each of the Parties may be engaged on its own behalf and on behalf of persons other than the Parties in the general mining business outside of the Area of Interest and each of the Parties hereby consents to such involvement by the other.
Each of the Parties shall have the free and unrestricted right to independently engage in and receive the full benefits of any and all business endeavors, other than the business endeavors within the boundaries of the Area of Interest without consulting the other Party or inviting or allowing the other Party to participate. The legal doctrine of "corporate opportunity" sometimes applied to persons occupying a fiduciary status shall not apply in the case of any endeavor of either Party other than the endeavors within the boundaries of the Area of Interest. In particular, neither Party shall have any obligation to the other as to any opportunity to acquire any mining property, interest or right offered to it other than within the boundaries of the Area of Interest.
8.5 Communications . All invoices, payments, notices, consents, demands and other communications required or permitted (in this Section collectively called " Communications ") under this Letter Agreement shall be in writing and may be delivered personally, sent by telecopier, or sent by overnight courier service to the address for each Party. Any Communication delivered or sent by facsimile transmission shall be deemed to be given and received on the business day next following the date of transmission. Any Communication delivered by overnight courier service shall be deemed to be given two business days following the date sent. Communications given by other means shall be deemed to have been given when actually received. Communications shall be addressed as follows:
TO MIRANDA: Miranda U.S.A., Inc.
1140 Homer Street, Suite 306
Vancouver, British Columbia
Canada V6B 2X6 Attention: Dennis Higgs
Telephone: (604) 689-1659
Telecopier: (604) 689-1722
WITH A COPY TO: Miranda U.S.A., Inc.
5900 Philoree Lane
Reno, Nevada 89511
Attention: Ken Cunningham
Telephone: (775) 849-2347
Telecopier: (775) 849-2336
TO GOLDEN ARIA: Golden Aria Corp.
500 - 625 Howe Street
Vancouver BC V6C 2T6
Attention: Gerald Carlson, President
Telephone: (604) 688-0833
Telecopier: (604) 688-0835
Either Party may, by a written Communication to the other Party, change its address for Communications hereunder.
8.6 Waiver . No waiver of any breach of this Agreement shall be binding unless evidenced in writing, executed by the Party against whom the waiver is asserted. Any waiver shall extend only to the particular breach so waived and shall not limit any rights with respect to any future breach.
8.7 Entire Agreement . This Agreement constitutes the entire agreement between the Parties hereto and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof. Any amendment or variation of this Agreement shall only be binding upon a Party if evidenced in writing, executed by that Party.
8.8 Time of the Essence . Time is of the essence of this Agreement; provided, however, that if the Parties set new times for the performance of any of their obligations or the exercise of any of their rights, then time shall again be of the essence of such new times.
8.9 Inurement . This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.
8.10 Additional Documents . Each Party shall execute such documents, assign-ments, endorsements, instruments and evidences of transfer and give such further assurances as shall be necessary or appropriate in connection with the performance of its obligations under this Agreement.
8.11 Severable Provisions . If any term or condition herein contained shall be in conflict with or inconsistent with applicable law, the same shall be deemed to be severable herefrom and shall not invalidate the remaining terms and conditions herein contained. This Agreement with any such terms and conditions severed shall continue in full force and effect.
8.12 Governing Law . The Parties agree that this Agreement shall be interpreted and governed according to the laws of the State of Nevada.
8.13 Arbitration . In the event of disputes, controversies or claims arising from an alleged breach of the Joint Venture Agreement; or disputes arising out of or related to the Joint Venture Agreement over substantial factual issues concerning technical mining or metallurgical matters, the Parties agree to be bound by binding arbitration to be conducted in Reno, Nevada in accordance with the Commercial Arbitration Rules of the American Arbitration Association. All disputes arising out of or related to the Joint Venture Agreement over issues concerning technical mining or metallurgical matters shall be resolved by arbitrators who are experts in the relevant fields. The applicable substantive law shall be the law of the State of Nevada and discovery shall be conducted pursuant to the Nevada Rules of Civil Procedure, and the Nevada Rules of Evidence shall apply. In the event of a deadlock, the Parties agree to fund operations at a level comparable with the last adopted Program and Budget, which in any event shall be sufficient to maintain and protect the Assets of the Joint Venture in good standing, until the deadlock is resolved.
8.14 Memorandum of Agreement . Simultaneously with execution of this Agreement, the Parties shall enter into and execute a Memorandum of Agreement referencing this Agreement for recording purposes.
8.15 Changes in Mining Law . In the event of repeal or substantial change in the Mining Law of 1872, this Agreement and the Joint Venture Agreement shall apply to any form of ownership or rights which replace or modify the unpatented mining claims described in Exhibit A.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.
MIRANDA U.S.A., INC.,
a Nevada corporation
By:___________________________________
KENNETH D. CUNNINGHAM, President
GOLDEN ARIA CORP.,
a Nevada corporation
By:___________________________________
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this _______ day of _____________, 2005, before me, a Notary Public in and for said County and State, personally appeared KENNETH D. CUNNINGHAM, President of MIRANDA U.S.A., INC., a Nevada corporation, personally known (or proved) to me to be the person who executed the above EXPLORATION AGREEMENT WITH OPTION FOR JOINT VENTURE (COAL CANYON PROJECT), and acknowledged to me that he executed the same for purposes stated therein.
NOTARY PUBLIC
PROVINCE OF BRITISH COLUMBIA )
) ss.
CITY OF VANCOUVER )
On this _______ day of _____________, 2005, before me, a Notary Public in and for said City and Province, personally appeared _______________________, ________ of GOLDEN ARIA CORP., a Nevada corporation, personally known (or proved) to me to be the person who executed the above EXPLORATION AGREEMENT WITH OPTION FOR JOINT VENTURE (COAL CANYON PROJECT), and acknowledged to me that he executed the same for purposes stated therein.
NOTARY PUBLIC
miranda/7589
exploration agreement w option for joint venture (coal canyon) 1-05
EXHIBIT A
TO THAT EXPLORATION AGREEMENT WITH OPTION FOR JOINT VENTURE
BY AND BETWEEN
MIRANDA U.S.A., INC.
AND
GOLDEN ARIA CORP.
NEVADA NORTH LEASE
EXHIBIT B
TO THAT EXPLORATION AGREEMENT WITH OPTION FOR JOINT VENTURE
BY AND BETWEEN
MIRANDA U.S.A., INC.
AND
GOLDEN ARIA CORP.
NET PROCEEDS
EXHIBIT B
NET PROCEEDS CALCULATION
1.1 Income and Expenses . Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to exploration, development, mining, the marketing of products and other operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation:
a. All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that their use in connection with the Properties bears to their total use;
b. Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature;
c. Allowance for overhead in accordance with Form 5A;
d. All expenses incurred relative to the sale of Products, including an allowance for commissions at rates which are normal and customary in the industry;
e. All amounts payable to the remaining Participant during Mining pursuant to any applicable operating or similar agreement in force with respect thereto;
f. The actual cost of investment under the Agreement but prior to beginning of mining, which shall include all expenditures for exploration and development of the Properties incurred by the non-withdrawing Participant both prior and subsequent to the withdrawing Participant acquiring a Net Proceeds interest;
g. Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law;
h. An allowance for reasonable working capital and inventory;
i. Costs of funding and environmental compliance fund for reclamation and closure
j. Actual costs of operations; and
k. Rental, royalty, production, and purchase payments.
For purposes hereof, the term "Gross Revenue" shall mean the sum of (1) gross receipts from sale of Products, less any charges for sampling, assaying, or penalties; (2) gross receipts from the sale or other disposition of Assets; (3) insurance proceeds; (4) compensation for expropriation of Assets; and (5) judgment proceeds. Gross receipts for sale of Products shall be determined by multiplying spot prices for Products as quoted by the London PM fix for gold and Handy and Harmon value for silver on the date of a sale of Products.
It is intended that the remaining Participant shall recoup from Gross Revenue all of its on-going contributions for exploration, development, mining, expansion and modification and marketing Products before any Net Proceeds are distributed to any person holding a Net Proceeds interest. No deduction shall be made for income taxes, depreciation, amortization or depletion. If in any year after the beginning of Mining of the Properties an operating loss relative thereto is incurred, the amount thereof shall be considered as and be included with outstanding costs and expenses and carried forward in determining Net Proceeds for subsequent periods. If Products are processed by the remaining Participant, or are sold to an Affiliate of the remaining Participant, then, for purposes of calculating Net Proceeds, such Products shall be deemed conclusively to have been sold at a price equal to fair market value to an arm's length purchaser FOB the concentrator for the Properties, and Net Proceeds relative thereto shall be calculated without reference to any profits or losses attributable to smelting or refining.
1.2 Payment of Net Proceeds . Payments of Net Proceeds shall commence in the calendar quarter following the calendar quarter in which Net Proceeds are first realized, and shall be made forty-five (45) days following the end of each calendar quarter during which Net Proceeds are realized, and shall be subject to adjustment, if required, at the end of each calendar year. The recipient of such Net Proceeds payments shall have the right to audit such payments following receipt of each payment by giving notice to the remaining Participant and by conducting such audit in accordance with Section 6.5 of the Agreement. Costs of such an audit shall be borne by the holder of the Net Proceeds interest described herein.
miranda/7589
exhibit B net proceeds calculations
EXHIBIT C
TO THAT EXPLORATION AGREEMENT WITH OPTION FOR JOINT VENTURE
BY AND BETWEEN
MIRANDA U.S.A., INC.
AND
GOLDEN ARIA CORP.
NET SMELTER RETURNS
1. Definition of Net Smelter Returns . Miranda or Golden Aria, as the case may be, shall pay to Miranda or Golden Aria, as the case may be, a non-Participating Net Smelter Return royalty of one (1.0%) percent of the Net Smelter Returns of Products produced from the Properties under the circumstances provided in Section 6.3(c) of this Agreement. For purposes herein, Net Smelter Returns shall be defined to mean the entire proceeds received from a smelter, reduction works, refinery or other purchaser from the sale of products produced from the Property, less:
a. The amount of
sales, use, gross receipts, severance, net proceeds of mine, ad valorem taxes applicable under state, federal, or local law and any other tax or governmental levy or fee relating to production of precious metals or other products from the Property or the value thereof. The Royalty Payor and the Royalty Recipient shall be obligated to pay any taxes assessed and imposed upon their respective shares of the Net Smelter Returns.b. All charges and costs for transportation of products to the place of sale, whether transported by Payor or a third party, but limited to the cost of transportation or doré metal or concentrates from the mine site to a smelter or refinery.
c. All charges, costs, deductions and penalties for refining and smelting only.
2. Payment of Net Smelter Return Royalty . Payments of Net Smelter Return Royalty shall commence in the calendar quarter in which Net Smelter Returns are first realized, and shall be made 45 days following the end of each calendar quarter during which Net Smelter Returns are realized, and shall be subject to adjustment, if required, at the end of each calendar year.
3. Miscellaneous Provisions .
a. The royalty shall be calculated on the basis of the London p.m. fix for gold and the Handy and Harmon value for silver for the day on which metals are out turned to the Payor. The royalty shall not be calculated on the basis of Payor's revenues from forward sales or other hedging arrangements.
b. The Royalty Recipient shall have the right to inspect the Payor's accounts and books pertaining to the payment of royalties for a period of one (1) year following each payment of royalties.
c. In the event smelting or refining are carried out in facilities owned or controlled, in whole or in part, by the Royalty Payor, charges, costs and penalties for such operations shall mean the amount Payor would have incurred if such operations were carried out at facilities not owned or controlled by Payor then offering comparable services for comparable products on prevailing terms.
d. In lieu of the cash production royalty specified in Paragraph 1, the Royalty Recipient shall have the right to take in kind or separately dispose of its production royalty in all minerals removed from the Property. Production royalty in kind shall be 1.0% by weight of the minerals actually removed from the Property by the Operator. The Royalty Recipient may elect to take production royalty in kind by notice to the Operator at least thirty (30) days prior to the first asking in kind. The Royalty Recipient may change its election to take production royalty in kind subsequently by 30 days prior notice to the Operator but may not change the form of payment of production royalty more frequently than once in any 12 calendar months. During periods of taking in kind, the Royalty Recipient shall take possession of such minerals at the mine site or the depository where held, and will thereafter bear the responsibilities and costs of transportation, security and related expenses, and shall, at its own expense, construct, operate and maintain any facilities to receive, store and dispose of minerals taken in kind.
e. The Royalty Payor shall have the right to commingle ores from the Property with ores from other properties in accordance with accepted industry practices and standards.
miranda/7589
exhibit C net smelter return royalty
CONSULTING AGREEMENT
THIS AGREEMENT is made effective this 1st day of March, 2005.
BETWEEN:
Golden Aria Corp. , a body corporate duly incorporated under the laws of the State of Nevada, and having its Registered Office at 500 - 625 Howe Street, in the City of Vancouver, in the Province/State of British Columbia,
(hereinafter called the "Company")
OF THE FIRST PART
AND:
KGE Management Ltd. , a company duly incorporated under the laws of the Province of British Columbia and having an office at 1740 Orchard Way, in the City of West Vancouver, in the Province of British Columbia,
(hereinafter called the "Consultant")
OF THE SECOND PART
WHEREAS:
A. The Consultant is a consulting company controlled by Gerald G. Carlson, who has been appointed President of the Company by the board of Directors;
B. The Company is desirous of retaining the consulting services of the Consultant on a continuing basis and the Consultant has agreed to serve the Company as an independent contractor upon the terms and conditions hereinafter set forth;
FOR VALUABLE CONSIDERATION it is hereby agreed as follows:
1. The Consultant shall provide geological and corporate administration consulting services to the Company, such duties and responsibilities to include provision of geological consulting services, strategic corporate and financial planning, management of the overall business operations of the Company, and supervising office staff and exploration and mining consultants, and the Consultant shall serve the Company (and/or such subsidiary or subsidiaries of the company as the Company may from time to time require) in such consulting capacity or capacities as may from time to time be determined by resolution of the Board of Directors of the Company and shall perform such duties and exercise such powers as may from time be determined by resolution of the Board of Directors, as an independent contractor.
2. The basic remuneration of the Consultant for its services hereunder shall be at the rate of two thousand United States dollars (US$2,000) per month (exclusive of GST), together with any such increments thereto as the Board of Directors of the Company may from time to time determine, payable on the last business day of each calendar month. The basic compensation covers four (4) working days per month of Consultant's time.
3. The Consultant shall be responsible for the payment of its income taxes and GST remittances as shall be required by any governmental entity with respect to compensation paid by the Company to the Consultant.
4. The terms "subsidiary" and "subsidiaries" as used herein mean any corporation or company of which more than 50% of the outstanding shares carrying voting rights at all times (provided that the ownership of such shares confers the right at all times to elect at least a majority of the Board of Directors of such corporation or company) are for the time being owned by or held for the Company and/or any other corporation or company in like relation to the Company and include any corporation or company in like relation to a subsidiary.
5. During the term of this Agreement, the Consultant shall provide its services to the Company through Gerald G. Carlson ("Carlson"), and the Consultant shall ensure that Carlson will be available to provide such services to the Company in a timely manner subject to Carlson's availability at the time of the request.
6. The Consultant shall be reimbursed for all travelling and other expenses actually and properly incurred by it in connection with its duties hereunder. For all such expenses the Consultant shall furnish to the Company statements, receipts and vouchers for such out-of-pocket expenses on a monthly basis.
7. The Consultant shall not, either during the continuance of its contract hereunder or at any time thereafter, disclose the private affairs of the Company and/or its subsidiary or subsidiaries, or any secrets of the Company and/or its subsidiary or subsidiaries, to any person other than the Directors of the Company and/or its subsidiary or subsidiaries or for the Company's purposes and shall not (either during the continuance of its contract hereunder or at any time thereafter) use for its own purposes or for any purpose other than those of the Company any information it may acquire in relation to the business and affairs of the Company and/or its subsidiary or subsidiaries.
8. The Consultant shall well and faithfully serve the Company or any subsidiary as aforesaid during the continuance of its contract hereunder and use its best efforts to promote the interests of the Company.
9. The Consultant agrees with the Company that it will during the term of his contract hereunder, so long as the Board of Directors of the Company may so desire, cause Carlson to serve the Company as an officer
and director without additional remuneration other than normal director's fees, if any, payable by virtue of the office of director and the provisions of the Articles of the Company.
10. This Agreement may be terminated forthwith by the Company without prior notice if at any time:
(a) The Consultant shall commit any material breach of any of the provisions herein contained; or
(b) The Consultant shall be guilty of any misconduct or neglect in the discharge of its duties hereunder; or
(c) The Consultant shall become bankrupt or make any arrangements or composition with its creditors; or
(d) Carlson shall become of unsound mind or be declared incompetent to handle his own personal affairs; or
(e) The Consultant or Carlson shall be convicted of any criminal offence other than an offence which, in the reasonable opinion of the Board of Directors of the Company, does not affect their position as a Consultant or a director of the Company.
This Agreement may also be terminated by either party upon thirty (30) days written notice to the other.
11. In the event this Agreement is terminated by reason of default on the part of the Consultant or the written notice of the Company, then at the request of the Board of Directors of the Company, the Consultant shall cause Carlson to forthwith resign any position or office which he then holds with the Company or any subsidiary of the Company. The provisions of paragraph 9 shall survive the termination of this Agreement.
12. The Company is aware that the Consultant has now and will continue to have financial interests in other companies and properties and the Company recognizes that these companies and properties will require a certain portion of the Consultant's time. The Company agrees that the Consultant may continue to devote time to such outside interests, PROVIDED THAT such interests do not conflict with, in any way, the time required for the Consultant to perform its duties under this Agreement.
13. The services to be performed by the Consultant pursuant hereto are personal in character, and neither this Agreement nor any rights or benefits arising thereunder are assignable by the Consultant without the previous written consent of the Company.
14. Any and all previous agreements, written or oral, between the parties hereto or on their behalf relating to the agreement between the Consultant and the Company are hereby terminated and cancelled and each of the parties hereto hereby releases and forever discharges the other party hereto of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such previous agreements.
15. Any notice in writing or permitted to be given to the Consultant hereunder shall be sufficiently given if delivered to the Consultant personally or mailed by registered mail, postage prepaid, addressed to the Consultant as its last residential address known to the Company. Any such notice mailed as aforesaid shall be deemed to have been received by the Consultant on the first business day following the date of mailing. Any notice in writing required or permitted to be given to the Company hereunder shall be given by registered mail, postage prepaid, addressed to the Company at the address shown on page 1 hereof. Any such notice mailed as aforesaid shall be deemed to have been received by the Company on the first business day following the date of mailing. Any such address for the giving of notices hereunder may be changed by notice in writing given hereunder.
16. The provisions of this Agreement shall enure to the benefit of and be binding upon the Consultant and the successors and assigns of the Company. For this purpose, the terms "successors" and "assigns" shall include any person, firm or corporation or other entity which at any time, whether by merger, purchase or otherwise, shall acquire all or substantially all of the assets or business of the Company.
17. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the provisions of this Agreement.
18. This Agreement is being delivered and is intended to be performed in the Province of British Columbia and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of such Province. This Agreement may not be changed orally, but only by an instrument in writing signed by the party against whom or which enforcement of any waiver, change, modification or discharge is sought.
19. This Agreement and the obligations of the Company herein are subject to all applicable laws and regulations in force at the local, State, Province, and Federal levels.
IN WITNESS WHEREOF this Agreement has been executed as of the day, month and year first above written.
THE COMMON SEAL of Golden Aria Corp. was hereto affixed in the presence of:
____________________________
____________________________ |
) ) ) ) ) c/s ) ) ) ) ) |
SIGNED by:
____________________________
____________________________ |
) ) ) ) ) ) ) ) ) ) |
MINING LEASE
This MINING LEASE ("Agreement") is hereby made and entered into as of the 27 th day of May, 2004 (the "Effective Date") by and between: NEVADA NORTH RESOURCES (U.S.A.), INC., hereinafter called "Lessor", and MIRANDA U.S.A., INC., a Nevada corporation hereinafter called "Lessee or Miranda". Lessor and Lessee agree that their previous agreement, which encompassed four properties (Red Hill, CONO, BPV and Coal Canyon), shall be terminated, and superceded by this Agreement, which covers the Coal Canyon property separately, and three similar agreements covering the other three properties separately.
Accordingly, Lessor and Lessee covenant and mutually promise as set forth below.
WITNESSETH:
In consideration of the mutual promises and covenants set forth herein, Ten Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessee and Lessor (sometimes referred to hereinafter as a "Party" or collectively as the "Parties") agree as follows:
I. Grant of Lease
1.1 Grant of Lease.
Lessor hereby grants and conveys unto Lessee, its successors and assigns, subject to Section 5.1 below, an exclusive lease unto the Property on the terms and conditions set forth in this agreement. As used in this Agreement, the term "Property" means Lessor's entire interest in the Coal Canyon property described in Exhibit A, attached hereto and made a part hereof, together with all minerals, mineral substances, mineral rights, water rights and all surface, access, and other rights associated with or appurtenant to such Property.
1.2 Term.
The initial term of this Agreement shall be twenty (20) years from the Effective Date, unless sooner terminated according to the provisions of this Agreement. This Agreement shall remain in effect after the initial term for so long as mining, processing, construction of mine facilities, development of ore reserves or exploration activities ("Mining Related Activities") continue on the Property or other adjacent or contiguous properties owned or controlled by Lessee while this agreement remains in effect It shall not be required that Mining Related Activities be continuous in order for this Agreement to be extended beyond the initial term hereof.
Minimum term. Miranda commits to a two (2) year option on the property made up of the initial payment and the first year anniversary payments.
1.3 Grant of Rights.
During the term of this Agreement, Lessor grants to Lessee the following exclusive rights:
(a) the right of entry;
(b) by whatever method is now known or subsequently developed, to survey, explore, prospect, sample, drill, develop, mine (including without limitation by surface, open pit, underground, solution or any other method whatsoever), cross-mine, stockpile, remove, transport, leach, concentrate, mill, smelt, beneficiate, process, treat, ship, market and sell all minerals, whether extracted or removed from the Property or other properties;
(c) to construct, use, maintain, repair, replace and relocate buildings, roads, pipelines, ore bins, shafts, declines, inclines, tunnels, drifts, adits, open pits, openings, haulage ways, mine workings, leach pads, mineral treatment facilities, tailings ponds, waste dumps, ore stockpiles, reservoirs, power and communication lines and any other structures, facilities or improvements of any kind or description whatsoever;
(d) to use the Property for the storage or permanent disposal of minerals, overburden, waste, tailings, water or other by-products of materials produced from the Property or from other properties;
(e) to use all easements, rights-of-way and means of access for ingress and egress to, from, across and through the Property;
(f) to take, develop, or use water, whether surface, underground, or artesian, by any lawful taking or development, without restriction as to the place or places of Lessee's use of the waters;
(g) to extract, process, test, remove and dispose of any minerals and mineral substances for testing purposes (including, without limitation, for bulk samples) without payment of any Production Royalty or other additional consideration whatsoever to Lessor, provided that Lessee shall pay Production Royalty on any such minerals removed from the Property for testing purposes for which it receives actual sales revenues;
(h) to use the Property for all of the purposes stated in this Section 1.3 in connection with or in furtherance of Lessee's activities on other properties; and
(i) to exercise all other rights that are incidental to or customarily associated with any or all of the rights granted expressly or implicitly to Lessee in this Agreement.
II. Payments to Lessor
2.1 Advance Minimum Royalties.
Advance royalties as used herein means the amount required to be paid by Lessee to Lessor, as set forth below, to provide for a specific minimum payment in such periods. During the term of this Agreement, Lessee shall pay to Lessor advance minimum royalties ("Advance Royalties") as follows:
Upon exercise of this Lease: (already paid) $6,250
On or before the first anniversary of the Effective Date $6,250
On or before the second anniversary of the Effective Date $6,250
On or before the third anniversary of the Effective Date $10,000
On or before the fourth anniversary of the Effective Date $10,000
On or before the fifth anniversary of the Effective Date $12,500
On or before the sixth anniversary of the Effective Date $15,000
On or before the seventh anniversary of the Effective Date $30,000
On or before the eighth anniversary of the Effective Date $30,000
On or before the ninth anniversary of the Effective Date $40,000
On or before the tenth anniversary of the Effective Date $40,000
On or before each subsequent anniversary of the Effective Date $50,000*
*Beginning on the eleventh anniversary of the Agreement, the Advance Royalty of $50,000 shall be adjusted for inflation increases according to the United States Department of Labor Consumer Price Index. The beginning index shall be the index published for April 2015. However, in no case will the Advance Royalty drop below the Advance Royalty base amount of $50,000. Advance Royalties shall be paid on or before the date due. Advance Royalties paid hereunder shall be credited against and fully recoupable from any and all Production Royalty that may accrue under Section 2.2, regardless of whether such Production Royalty accrues or is made in the same or any subsequent year to the year of payment of the Advance Royalties.
2.2 Production Royalty.
(a) Percentage and Calculation. Subject to applicable credits and adjustments, Lessee, in accordance with its usual practice, shall pay to Lessor a production royalty (the "Production Royalty") equal to the applicable percentage of Net Value as defined, calculated and paid as set forth in Exhibit B, attached hereto and by this reference made a part hereof.
Said percentages shall be as follows:
Gold Price Royalty Percentage
$275 or less per ounce 2.5%
$275.01 to $375 per ounce 3.0%
$375.01 to $475 per ounce 4.0%
$475.01 or greater 5.0%
(b) Option to Reduce Production Royalty. At any time during the term of this Lease and as to all Production Royalty payments not yet paid, Lessee shall have the right to reduce the Production Royalty by purchasing a portion of the Lessor's Production Royalty such that the Lessor retains a minimum 2% Production Royalty. The purchase price of the Production Royalty shall be $1,000,000 US for each 1% Production Royalty, $500,000 for each 0.5% Production Royalty, and $250,000 for each 0.25% Production Royalty. Such a Production Royalty buy down may take place all at one time or piecemeal.
The right to purchase the said Production Royalty interest shall be exercised by Lessee providing the Lessor with notice of the purchase accompanied by payment in full for the amount of the Production Royalty interest being purchased.
If only a portion of the Production Royalty is purchased, then in the event of changes in the gold price the Lessor shall retain the remaining unpurchased Production Royalty percentage points on the sliding scale Production Royalty, as outlined in Section 2.2(a) herein.
Example: Gold is selling at $370.00 an ounce. Lessee purchases 1.0% of the
Production Royalty for 1 million dollars reducing the Production Royalty from 3.0% to 2.0%. Later Gold rises to $500 an ounce and the effective Production Royalty becomes 4.0%. Gold then falls to $250.00 an ounce. The effective Production Royalty would be 2.0% not 1.5%.
(c) Disputes. Lessor shall be deemed to have waived any right it may have had to dispute any payment of Production Royalty unless Lessor notifies Lessee in writing of such dispute within six (6) months after the date of Lessee's payment, providing reasonable detail as to the nature of the dispute.
III. OPERATIONS
3.1 No Implied Covenants.
Lessee does not make, and the Advance Royalties and other obligations of Lessee under this Agreement exclude and negate, any express or implied covenant or duty of Lessee to conduct any activity upon or for the benefit of the Property, including without limitation any activities related to the exploration, development or mining of the Property. Whether or not any such exploration, development, mining or other activities shall at any time (including, without limitation, during the primary term or any extended term of this Agreement) be conducted and the location, manner, method, extent, rate and timing of such activities (if any) shall be determined within the sole and absolute discretion of Lessee.
3.2 Compliance with Law: Reclamation.
In connection with its activities upon the Property, Lessee shall endeavor in good faith to comply with applicable provisions of Federal, State and local laws and regulations. Upon expiration or termination of this Agreement, Lessee shall reclaim all portions of the Property disturbed by its operations (i.e., to the extent and only to the extent of Lessee's disturbance) in accordance with all applicable governmental laws, regulations and orders. Lessee shall have the right, without payment of any additional consideration to Lessor, to enter upon the Property subsequent to termination of this Agreement for purposes of performing such reclamation work.
3.3 Permits and Approvals.
Lessor understands that Lessee may make efforts to obtain permits, licenses, rights, approvals or authorizations from governmental or private persons or entities in connection with the exercise by Lessee of its rights under this Agreement. Upon request by Lessee, Lessor shall assist and cooperate fully with Lessee in any such endeavor, including, without limitation, the execution of pertinent documents and the making of verbal endorsements for Lessee's related activities.
3.4 Liens.
Lessee shall keep the title to the Property free and clear of all mechanic's and supplier's liens resulting from its operations under this Agreement. Lessee may refuse, however, to pay any claims asserted against it which Lessee disputes in good faith. Lessee may contest any suit commenced to enforce such a claim, but under no circumstances shall Lessee allow the Property or any portion thereof to be sold as a result of foreclosure of such a lien.
3.5 Indemnity.
Each Party covenants and agrees to indemnify the other from and against any and all liability, claims, damages (including attorneys' fees) and causes of action for injury to or death of persons, and damage to or loss or destruction of property and environmental liabilities resulting from the indemnifying Party' s use or occupancy of the Property or its operations hereunder.
3.6 Commingling.
Lessee shall have the right to commingle minerals produced from the Property ("Subject Ore") with minerals produced from other tracts ("Other Ore") for any purposes whatsoever, including, without limitation, processing or conversion to another product. In the event that Lessee commingles Subject Ore with Other Ore pursuant to this Section 3.6, Lessee shall perform sufficient sampling, weighing and assaying, in accordance with standards and practices generally accepted or employed within the industry, to determine the grades and quantities of minerals removed and sold from the Property. Without limiting the foregoing, in the event that Lessee commingles Subject Ore with Other Ore then, for purposes of determining Production Royalty payable to Lessor, the percentages of valuable minerals ultimately recovered from the commingled ore (i.e., from the commingled Subject Ore and Other Ore as a whole) shall conclusively be deemed applicable to the Subject Ore included therein. Lessor has the right, at its own expense, to take independent samples of commingled ores, upon reasonable advance notice to Lessee and in a manner that will not interrupt Lessee's operations.
3.7 Taxes, Cooperation and Maintenance Payments.
(a) Taxes. Lessor shall promptly pay when due all ad valorem and real property taxes and assessments levied upon, assessed against or relating to the Property, provided, however, that Lessee shall reimburse Lessor for any increases in or advance payments of such real property taxes or assessments that are attributable to any enhancement in the value of the Property resulting from Lessee's activities under this Agreement, including, without limitation, deferred agricultural property taxes. Each of Lessee and Lessor shall be responsible for all taxes and assessments levied or assessed upon or against their respective personal property located on or about the Property. Each of Lessee and Lessor shall be responsible for payment of income taxes on their own respective incomes. If Lessor fails to timely pay such taxes, Lessee shall have the right, but not the duty, to pay such taxes on Lessor's behalf and deduct such amounts from any amounts due Lessor hereunder.
(b) Cooperation. Lessor shall promptly furnish to Lessee all bills, demands, notices, assessments or statements received by Lessor which relate to any tax, assessment or fee for which Lessee is responsible, in whole or in part, pursuant to this Section 3.7 Each Party shall provide the other Party with copies of all checks and other documentation evidencing the timely payment of all taxes, assessments and fees for which it is responsible pursuant to Section 3.7(a).
(c) Maintenance Payments. Lessee shall pay those federal claim maintenance fees due on the Property by September 1, 2004 and any associated county recordation fees. For each year this Agreement remains in effect past June 1 of the then current year, Lessee shall timely and properly pay federal maintenance fees and county recordation fees pertaining to the Property leased hereunder to Lessee.
IV. Title
4.1 Provision of Information.
Upon request by Lessee, Lessor shall furnish to Lessee copies of all information in its possession or under its control relating to title to or description of the Property, including without limitation copies of all abstracts, certificates of title, title insurance policies, commitments for title insurance, title reports, memorandum or opinions of counsel, prior deeds, contracts, maps, surveys and documents filed with any local, state or federal governmental agency. Lessee shall promptly reimburse Lessor for the costs of such copies. Upon execution of this Agreement, Lessor shall provide to Lessee any and all information in its possession or under its control regarding any existing or past industrial, milling, manufacturing, waste storage, exploration, development, mining, processing or beneficiating use of the Property. Pursuant to this Section 4.1, Lessor shall only be obligated to provide to Lessee information that is in its possession or under its control and Lessor shall not be obligated to obtain or provide any other information or documents.
4.2 Representations.
Lessor represents to Lessee that to the best of Lessor's knowledge and belief, as of the Effective Date and as of the date of execution of this Agreement that:
(a) Subject to the paramount title of the United States, Lessor is the sole legal and equitable owner of a one hundred percent (100%) undivided ownership interest in those unpatented lode mining claims described as Property herein, without limitation or restriction whatsoever;
(b) The Property is free and clear of all leases, liens, encumbrances, adverse claims, burdens on production and royalty interests;
(c) Any and all taxes and assessments that have been levied or assessed against or upon the Property that are due and owing have been paid;
(d) Lessor (and the individual who is executing this Agreement on Lessor's behalf) has the full right, power and authority to execute and enter into this Agreement and such execution and performance shall not violate any contract or other obligation of Lessor;
(e) Lessee shall have the quiet and peaceful possession and enjoyment of the Property, and, upon request by Lessee, Lessor shall defend title to the Property, and Lessee's quiet and peaceful possession and enjoyment thereof against any and all persons or entities who may claim any right, title or interest in or to the Property or any portion thereof;
(f) There is and has been no violation of any applicable federal, state or local law or regulation, including, without limitation, those concerning zoning, land use or environmental protection, with respect to the Property or activities relating thereto;
(g) No actions, claims or proceedings have been brought, asserted or threatened concerning the ownership or right to possession of the Property or any portion thereof or otherwise concerning the Property or activities relating thereto; and
(h) All unpatented mining claims included in the Property have been properly staked according to industry standards and maintained and are validly existing in accordance with applicable law.
4.3 Indemnity.
In the event that any of Lessor's representations set forth in Section 4.2 is less than represented, Lessor shall indemnify and hold Lessee harmless from and against any and all damage, liability, obligation, claim, demand, judgment, action, cost, loss and expense, including, without limitation, reasonable attorneys' fees arising directly or indirectly as a result of said misrepresentation.
4.4 Title Curative Measures.
(a) Title Defects. If title to any part of the Property is defective or less than as represented in Section 4.2, Lessee shall have the right, but not the obligation, to undertake to cure any such defects or to defend or to initiate litigation to perfect, defend or cure title to the Property, but only after Lessor has been offered the opportunity to take any necessary curative measures.
(b) Crediting of Costs. Lessee shall have the right to credit against any and all payments to Lessor under this Agreement ("Payments"), including without limitation Advance Royalties, Production Royalty and all costs and expenses incurred by Lessee at Lessor's request in connection with any action to cure, defend or perfect title pursuant to Section 4.4(a). Such costs and expenses may include, without limitation, those relating to title research, court costs, surveying and attorneys' fees.
(c) Redemption. Lessee, at its option, shall have the right to pay o_, discharge or redeem, in whole or in part, any or all mortgages, liens, encumbrances or unpaid taxes on, against or affecting the Property. If Lessee pays any such mortgage, lien, encumbrance or unpaid taxes created or caused by Lessor, Lessee shall be subrogated to the rights of the holder thereof and shall have the right to retain and repay itself from any or all Payments to Lessor hereunder.
(d) Liability. Lessee at any time may withdraw from or discontinue any action or activity undertaken or initiated by it to cure, defend or perfect title to the Property pursuant to Section 4.4(a). Lessee shall not be liable to Lessor in any way if Lessee is unsuccessful in, withdraws from or discontinues any such action or activity.
4.5 Additional and After-Acquired Title.
If Lessor now owns or subsequently acquires any further right, title or interest in or to the Property, Lessor shall promptly provide Lessee with written notice thereof and such right, title and interest shall, without payment of additional consideration, be part of the Property subject to all of the terms and conditions of this Agreement.
4.6 Lesser Title.
If Lessor owns less than the entire and undivided estate in those lands described as the Property (including, without limitation, the minerals therein, thereon and thereunder), as warranted in Section 4.2(a), then Lessee shall have the right to reduce all Payments to Lessor, so that such Payments are made to Lessor only in the proportion that Lessor's actual interests bears to the entire undivided interest. Lessee shall be entitled to offset all overpayments or monies erroneously paid to Lessor against any and all subsequent Payments to Lessor.
4.7 Third Party Claims.
In the event that any person or entity (other than Lessor) makes a bona fide claim or asserts or appears to hold any right, title or interest whatsoever in or to the Property (including, without limitation, the minerals therein, thereon or thereunder) production therefrom or this Agreement, then the following shall apply:
(i) Lessee may deposit in a special escrow account any Payments otherwise due Lessor;
(ii) The sum deposited shall remain in the special escrow account until the claim or controversy is resolved or until there has been a final determination by a court or administrative body of competent jurisdiction and all appeals have been exhausted or periods for appeal have expired; and
(iii) Lessee shall have the right to deduct from any Payments to Lessor any amounts that Lessee is required to pay to such third parties or that Lessee reasonably elects to pay to such third parties in satisfaction of their claims.
V. Lessor's Use, Inspections, Records and Confidentiality
5.1 Lessor's Use and Inspections.
Subject to compliance with applicable federal, state and local health and safety laws and regulations, and requirements of Lessee's health and safety program, Lessor shall have the right, upon not less than forty-eight (48) hours prior written notice to Lessee, at a mutually convenient time and during normal business hours, and at the sole risk of Lessor, to inspect the facilities, operations and mine workings of Lessee upon the Property. Lessee shall have the right to accompany Lessor upon any such inspection. Lessor agrees to assume all liability for, and to indemnify, protect and hold harmless Lessee from and against any and all damage, loss, liability, obligation, claim, demand, cost or expense (including attorneys' fees) which it incurs or to which it becomes subject as a result of or arising out of any such inspection or the presence or actions of Lessor (or its agents or invitees) upon the Property, including, without limitation, those relating to death, personal injury or property damage.
5.2 Books and Records.
Lessee shall keep accurate records of all minerals extracted and sold from the Property by Lessee, and of all calculations relative to Production Royalty payments hereunder for not less than two (2) calendar years. Such records may be inspected by Lessor or duly authorized representatives of Lessor once each calendar year at a mutually convenient time, during normal business hours, upon providing to Lessee not less than five (5) days prior written notice. Under no circumstances shall Lessee be obligated to provide access to Lessor to any confidential, interpretive or proprietary data, information or techniques. The indemnification and hold harmless provisions set forth in the last sentence of each of Section 5.1 and Section 5.4 shall also apply to any and all inspections of records pursuant to this Section 5.2.
5.3 Confidentiality.
Lessor agrees that, during the term of this Agreement, Lessor shall treat all information related to or acquired under this Agreement, including, without limitation, any interpretive, proprietary or financial information, as confidential and shall not give, disclose or make available any such information to any third party or to the public without the prior written consent of Lessee, except if such disclosure is required by law or legal process, in which case Lessor shall make its best efforts to notify Lessee so that it may pursue a protective order. Lessor shall not make, disclose or issue any press release, statement or other disclosure, of any type whatsoever, pertaining to the Property, this Agreement or Lessee's operations hereunder, without the express prior written consent of Lessee as to both the form and content thereof, such consent not to be unreasonably withheld.
5.4 Provision of Information.
No later than thirty (30) days after termination, expiration or surrender of this Agreement, Lessee shall provide to Lessor copies of all information and data in its possession or under its control generated by and pertaining directly to Lessee's operations upon the Property pursuant to this Agreement, provided however, that Lessee shall be under no obligation whatsoever to provide Lessor with any proprietary, interpretive or financial information whatsoever. Lessee makes no representations or warranties whatsoever as to the truth, accuracy or completeness of any information that may be provided to Lessor pursuant to this Agreement, provided such information is given in good faith. Lessor shall rely upon such information at its sole risk and shall indemnify, protect and hold harmless Lessee from and against any and all damage, loss, liability, obligation, claim, demand, cost or expense (including attorneys' fees) which it incurs or to which it becomes subject as a result of or arising out of any reliance upon such information by Lessor or by any person or entity obtaining such information directly or indirectly by or through Lessor.
VI. Termination
6.1 By Lessor.
At the election of Lessor, the failure of Lessee to perform any material obligation according to the terms or provisions of this Agreement, which substantially affect the rights of the Lessor under this Agreement, shall constitute an event of default. Upon an event of default, Lessor shall give to Lessee written notice of default, specifying in reasonable detail the particular default or defaults relied on by Lessor. Lessee shall have thirty (30) days after receipt of Lessor's notice in which to contest, cure, or commence to cure (and diligently thereafter proceed to cure) the alleged default or defaults. If Lessee contests that default occurred, it shall so advise Lessor in writing within thirty (30) days after receipt of Lessor's notice. If, within fifteen (15) days after Lessor's receipt of Lessee's notice the Parties have not resolved the dispute by mutual agreement, the issue of default may be submitted to a court of competent jurisdiction, and Lessee shall not be deemed to be in default until the matter shall have been determined finally by the court and all appeals have been waived or exhausted and all periods for appeal have expired. If the judicial process results in a final finding of default, Lessee shall have thirty (30) days thereafter in which to cure or commence to cure (and diligently thereafter proceed to cure) the default. Upon Lessee's failure to cure or commence to cure the default within the time periods allowed above, Lessor may declare, by written notice to Lessee, a termination of this Agreement. Lessor's sole remedy shall be the recovery of actual compensatory damages, including attorney's fees.
6.2 By Lessee.
Lessee shall have the right, at any time and from time to time, to surrender and terminate this Agreement by providing to Lessor written notice of such surrender. The termination shall take effect upon the date notice is given. Upon such termination, Lessee's right, title, interest and obligations with respect to the Property shall terminate, except as provided in this Agreement to the contrary. All Payments which have accrued as of the date of termination shall be payable to Lessor by Lessee. Partial termination of select claims is not allowed without Lessor's written consent.
6.3 Removal of Property.
Lessee shall have the right, but not the obligation, for a period of one (1) year after expiration, surrender, or termination of this Agreement, to enter upon and remove from the Property any or all machinery, equipment, fixtures, buildings, improvements, concentrates, ore, tailings, residue and personal property of every kind and description erected or placed upon or extracted from the Property by Lessee. Any such property not removed by Lessee from the Property within the period allowed for removal shall become the exclusive property of Lessor and Lessee shall have no further right, title, obligation, or interest therein.
VII. Force Majeure
7.1 Force Majeure.
The time for the exercise of rights or the performance of obligations hereunder, including, without limitation, the removal of property pursuant to Section 6.3, and the term of the Lease included herein, shall be extended for a period equal to the period or periods of Force Majeure. Lessee shall use reasonable diligence to remove Force Majeure. The term "Force Majeure" refers to any cause of any kind or nature whatsoever bey ond Lessee's reasonable control that prevents, inhibits or delays Lessee's performance hereunder, including without limitation the following:
(a) law, ordinance, governmental regulations, restraint or court orders;
(b) action or inaction of civil or military authorities;
(c) inability to obtain or delay in obtaining any license, permit or other authorization that may be necessary to any of Lessee's activities hereunder;
(d) unusually severe weather;
(e) mining casualty, unavoidable mill shutdown, damage to or destruction of mine, plant or facility;
(f) fire, explosion, flood, storm or other acts of God;
(g) insurrection, war, riot, labor disputes;
(h) inability after diligent effort to obtain workers, fuel or materials; or delay in transportation.
VIII. Assignment
8.1 Assignment.
Upon providing written notice to the other Party in accordance with Section 9.2, either Party may assign its respective rights and obligations under this Agreement. No such assignment shall in any way enlarge or diminish the rights or obligations of Lessee or Lessor hereunder and the assigning Party shall remain liable for performance of this Agreement in the event that the assignee defaults in its performance hereunder following a written demand and reasonable time to cure such default. A fully-executed Memorandum of Assignment in recordable form shall be provided to the non-assigning Party by the assigning Party.
IX. Payments and Notices
9.1 Payments.
All payments provided for in this Agreement may be made by mailing or delivering company checks of the Lessee to Lessor at the address set forth in Section 9.2. Notwithstanding any provision of this Agreement to the contrary or any assignment pursuant to Section 8.1, under no circumstances shall Lessee be required to make any payment hereunder, except by mailing or delivering one check to a single address. Upon making such payment, Lessee shall be relieved of any and all responsibility for the division or distribution of the amount paid. Payments shall be deemed made upon delivery (in cases of personal delivery of checks) or upon mailing (in cases of mailing of checks by U.S. mail).
9.2 Notices.
Any notice or other instrument required or desired to be given under this Agreement shall be effective only if in writing and served personally or by certified or registered mail (postage prepaid, return receipt requested) on the Parties at the following addresses:
Lessor: Nevada North Resources (U.S.A.) Inc.
501 South 1st Avenue - Suite N
Arcadia, California 91006-3888
Attn: Larie Richardson
Telephone: 626-821-9630
Facsimile: 626-821-9635
Lessee: Miranda U.S.A., Inc.
1140 Homer Street
Suite 306
Vancouver, BC V6B 2X6
Attn: Dennis Higgs
Telephone: 604-689-1659
Facsimile: 604-689-1722
With copy to: Miranda U.S.A., Inc.
5900 Philoree Lane
Reno, Nevada 89511
Attn: Ken Cunningham
Telephone: 775-849-2347
Facsimile: 775-849-2336
Notices shall be deemed given upon delivery (in cases of personal service) or mailing (in cases of notice by U.S. mail) as provided in the preceding sentence. Upon giving notice to Lessor at the address shown above, Lessee shall be deemed to have given notice to all of the individuals and/or entities comprising Lessor, and Lessee shall be relieved of any and all responsibility for further distribution of the notice. Either Party may change its address by giving written notice of the change to the other Party in accordance with the provisions of this Section 9.2. Any notice from Lessor hereunder shall be effective only if executed by each of the individuals and/or entities comprising Lessor.
X. Miscellaneous
10.1 Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, and if any provision of this Agreement shall be or becomes prohibited or invalid in whole or in part for any reason whatsoever, that provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remaining portion of that provision or the remaining provisions of this Agreement.
10.2 Binding Effect; Construction and Enforcement.
Subject to the provisions of Section 8.1, all covenants, conditions and terms of this Agreement shall be deemed to run with the land and shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, personal representatives and assigns. The headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.
10.3 Sole Agreement.
This Agreement sets forth the complete, entire and final agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements or understandings, whether written or otherwise. No modification or alteration of this Agreement shall be effective unless in writing and executed by the Parties. No waiver of any right hereunder shall be effective unless in writing and executed by the Party to be bound thereby.
10.4 Legal Advice.
Lessor expressly acknowledges that it has sought (or has had the opportunity to seek) the advise of Lessor's own legal counsel to assist Lessor in negotiating and reviewing this Agreement. Lessor expressly acknowledges that Lessor is not relying on any oral or written statement (not expressly set forth in this Agreement) made by Lessee, its employees or agents regarding any matters pertaining to this Agreement.
10.5 Further Assurances.
Upon request by Lessee, and without cost to Lessee, Lessor agrees to execute and/or furnish Lessee with such additional formal assurances or other written documents, in proper and recordable form, as may be reasonably necessary to carry out the intent, purposes and terms of this Agreement.
10.6 Counterparts.
This Agreement may be executed in counterparts, all of which taken together shall constitute a single and complete contract.
10.7 Rights Not Suspended.
No dispute between the Parties shall result in a suspension of this Agreement or the rights of the Parties hereunder.
10.8 Governing Law.
This Agreement and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Nevada.
10.9 Joint and Several Liability.
In the event that either Party is now or in the future comprised of more than one person or entity, then all the liabilities, obligations, duties, covenants, representations and warranties of such Party shall be the joint and several undertakings of each of such persons and entities.
10.10 Set Off.
Lessee shall have the right to set off and deduct from any or all Payments to Lessor hereunder, any and all amounts owed to Lessee by Lessor.
SIGNATURE PAGE
MINING LEASE
BY AND BETWEEN
NEVADA NORTH RESOURCES (U.S.A.), INC.
AND
MIRANDA U.S.A., Inc.
NEVADA NORTH RESOURCES (U.S.A.), INC. MIRANDA U.S.A., Inc.
By:___________________________________ By:____________________________
Title:__________________________________ Title:___________________________
Tax ID No._____________________________
STATE OF )
)
COUNTY OF )
On ________________ , before me, _______________________________________,
personally appeared ____________________________________________________,
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same in his authorized capacity, and that by his signature on the instrument the entity on behalf of which he acted, executed the instrument.
WITNESS my hand and official seal.
____________________________________________
Notary Public [Seal]
STATE OF )
)
COUNTY OF )
On ________________ , before me, _______________________________________,
personally appeared ____________________________________________________,
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same in his authorized capacity, and that by his signature on the instrument the entity on behalf of which he acted, executed the instrument.
WITNESS my hand and official seal.
____________________________________________
Notary Public [Seal]
EXHIBIT A
TO THAT MINING LEASE
BY AND BETWEEN
NEVADA NORTH RESOURCES (U.S.A.), INC.
AND
MIRANDA U.S.A. Inc.
COAL
The following unpatented lode mining claims:
Claim Name BLM-NMC Loc. Date County Book Page
Coal 1 847957 24-May-03 Eureka 361 279
Coal 2 847958 24-May-03 Eureka 361 280
Coal 3 847959 24-May-03 Eureka 361 281
Coal 4 847960 24-May-03 Eureka 361 282
Coal 5 847961 24-May-03 Eureka 361 283
Coal 6 847962 24-May-03 Eureka 361 284
Coal 7 847963 24-May-03 Eureka 361 285
Coal 8 847964 09-Apr-03 Eureka 361 286
Coal 9 847965 09-Apr-03 Eureka 361 287
Coal 10 847966 09-Apr-03 Eureka 361 288
Coal 11 847967 09-Apr-03 Eureka 361 289
Coal 12 847968 09-Apr-03 Eureka 361 290
Coal 13 847969 09-Apr-03 Eureka 361 291
Coal 14 847970 09-Apr-03 Eureka 361 292
Coal 15 847971 24-May-03 Eureka 361 293
Coal 16 847972 09-Apr-03 Eureka 361 294
Coal 17 847973 09-Apr-03 Eureka 361 295
Coal 18 847974 09-Apr-03 Eureka 361 296
Coal 19 847975 09-Apr-03 Eureka 361 297
Coal 20 847976 09-Apr-03 Eureka 361 298
Coal 21 847977 09-Apr-03 Eureka 361 299
Coal 22 847978 09-Apr-03 Eureka 361 300
Coal 23 847979 08-Apr-03 Eureka 361 301
Coal 24 847980 08-Apr-03 Eureka 361 302
Coal 25 847981 08-Apr-03 Eureka 361 303
Coal 26 847982 08-Apr-03 Eureka 361 304
Coal 27 847983 08-Apr-03 Eureka 361 305
Coal 28 847984 08-Apr-03 Eureka 361 306
Coal 29 847985 08-Apr-03 Eureka 361 307
Coal 30 847986 08-Apr-03 Eureka 361 308
Coal 31 847987 09-Apr-03 Eureka 361 309
Coal 32 847988 09-Apr-03 Eureka 361 310
Coal 33 847989 09-Apr-03 Eureka 361 311
Coal 34 847990 09-Apr-03 Eureka 361 312
Coal 35 847991 08-Apr-03 Eureka 361 313
Coal 36 847992 08-Apr-03 Eureka 361 314
Coal 37 847993 08-Apr-03 Eureka 361 315
Coal 38 847994 08-Apr-03 Eureka 361 316
Coal 39 847995 08-Apr-03 Eureka 361 317
Coal 40 847996 08-Apr-03 Eureka 361 318
Coal 41 847997 08-Apr-03 Eureka 361 319
Coal 42 847998 10-Apr-03 Eureka 361 320
Coal 43 847999 10-Apr-03 Eureka 361 321
Coal 44 848000 11-Apr-03 Eureka 361 322
Coal 45 848001 11-Apr-03 Eureka 361 323
Coal 46 848002 11-Apr-03 Eureka 361 324
Coal 47 848003 11-Apr-03 Eureka 361 325
Coal 48 848004 11-Apr-03 Eureka 361 326
Coal 49 848005 11-Apr-03 Eureka 361 327
Coal 50 848006 11-Apr-03 Eureka 361 328
Coal 51 848007 11-Apr-03 Eureka 361 329
Coal 52 848008 11-Apr-03 Eureka 361 330
Coal 53 848009 11-Apr-03 Eureka 361 331
Coal 54 848010 11-Apr-03 Eureka 361 332
Coal 55 848011 11-Apr-03 Eureka 361 333
Coal 56 848012 11-Apr-03 Eureka 361 334
Coal 57 848013 11-Apr-03 Eureka 361 335
Coal 58 848014 11-Apr-03 Eureka 361 336
Coal 59 848015 11-Apr-03 Eureka 361 337
Coal 60 848016 12-Apr-03 Eureka 361 338
Coal 61 848017 12-Apr-03 Eureka 361 339
Coal 62 848018 12-Apr-03 Eureka 361 340
Coal 63 848019 12-Apr-03 Eureka 361 341
Coal 64 848020 12-Apr-03 Eureka 361 3 42
EXHIBIT B
TO THAT MINING LEASE
BY AND BETWEEN
NEVADA NORTH RESOURCES (U.S.A.), INC.
AND
MIRANDA U.S.A., Inc.
PRODUCTION ROYALTY
1 Production Royalty.
The Production Royalty provided for in Section 2.2 of the Agreement and payable to Lessor shall be based upon: (a) the value of dore produced from ores and minerals mined from the Property, determined at the Property or at such other facility producing such dore, sold or deemed sold, determined by reference to published prices for refined gold and silver and other Precious Metals (as hereinafter defined), and (b) the value of all other Products produced from ores and minerals mined from the Property, determined at the Property or at such other facility producing such Product, sold or deemed sold, determined by reference to published prices for such "Other Products" all as hereinafter provided. It is acknowledged that it will be necessary to process, treat or upgrade Precious Metals or Other Products at a location or locations not on the Property before they are sold or deemed to be sold; and that to determine the value of such Precious Metals or Other Products of the Property or other facility producing dore or Other Products, all costs incurred or deemed to be incurred by Miranda in paying the Production Royalty with respect to the transporting, processing, treatment or upgrading of the Precious Metals or Other Products after they have been processed shall be deducted from the proceeds received or deemed to be received by Miranda as hereinafter set forth.
Miranda shall pay to Lessor a Production Royalty as set forth in Section 2.2 of the Agreement as a percentage of the Net Value (as hereinafter defined) of Precious Metals or Other Products mined, removed and sold (or deemed sold as hereinafter described) from the Property. For purposes of this Agreement, the term "Precious Metals" shall mean gold, silver, platinum and palladium and "Other Products" shall mean all other metallic and nonmetallic minerals of every kind except: (a) Precious Metals and (b) oil, gas, casinghead gas and associated liquid and gaseous hydrocarbon substances. The Production Royalty shall run with the land described as the Property. The Production Royalty shall specifically apply to unpatented lode mining claims that are a part of the Property and to any relocation or amendment thereof, to any patent issued covering such land and to any other right, title or interest acquired by, for, or on behalf of Miranda with respect to such land. The obligation to pay the Production Royalty shall accrue upon and not before: (a) the outturn of refined Precious Metals meeting the requirements of the specified published price and a credit for which is made to Miranda's account (or to a third-party account for the benefit of Miranda) or (b) the sale of unrefined metals, dore, concentrates, ores or Other Products, as hereinafter provided, whichever is sooner.
2 Net Value Definition.
As used herein, "Net Value" means the Gross Value of Precious Metals or Other Products, less all costs, charges and expenses paid or incurred by Miranda after production of dore, or, in the case of Other Products, after production of concentrates, whether at the Property or elsewhere with respect to the transportation, processing, treatment or upgrading of the dore or concentrates such costs, charges and expenses to include, without limitation, the following:
(a) charges for treatment in the smelting and refining processes (including handling, processing, interest and provisional settlement fees, sampling, assaying and representation costs, penalties and other processor deductions);
(b) actual costs of transportation (including freight, insurance, security, transaction taxes, handling, port, demurrage, delay, and forwarding expenses incurred by reason of or in the course of such transportation) of dore or concentrates from the Property or other facility producing dore or concentrates to the place of additional treatment and to the place of sale;
(c) actual sales and brokerage costs of Precious Metals or Other Products for which the Production Royalty is based on proceeds received by the Lessee as hereinafter provided in Section 3(d) below, and an allowance for reasonable sales and brokerage costs for refined Precious Metals subject to the Production Royalty hereinafter provided in Sections 3(a), (b) and (c) below;
(d) all royalties payable to any governmental agency, and sales, use, severance, net proceeds of mine, ad valorem taxes applicable under state, federal or local law and any other tax or governmental levy or fee on or measured by mineral production from the Property (other than taxes based on income).
3 Gross Value Definition.
"Gross Value" shall have the following meaning:
(a) If Miranda causes refined gold which meets or exceeds generally accepted commercial standards for the sale of refined gold (it being understood that the specifications for refined gold published by the London Metal Exchange presently meet such standards) to be produced from ores and minerals mined from the Property and, if Section 3(d) shall not be applicable, for purposes of determining the Production Royalty, the refined gold shall be deemed to have been sold at the Monthly Average Gold Price for the month in which it was refined, and the Gross Value shall be determined by multiplying Gold Production during the calendar month by the Monthly Average Gold Price. As used in this Agreement, "Gold Production" means the quantity of refined gold in troy ounces outturned to Miranda's pool account (or to a third-party account for the benefit of Miranda) by an independent third-party refinery from ores and minerals mined from the Property on either a provisional or final settlement basis each calendar month. As used herein, "Monthly Average Gold Price" means the average London Bullion Market Association P.M. Gold Fix for a troy ounce of refined gold of a quality that is equal to or less than the quality of refined gold produced from the ores and minerals and meeting the standards applicable to the refined gold for which the Gross Value is to be determined hereunder, calculated by dividing the sum of all such prices reported for the month in question by the number of days for which such prices were reported.
In the event that the London Bullion Market Association P.M. Gold Fix ceases or quotes prices for refined gold of a quality that is greater than the quality of refined gold for which the Gross Value is being determined hereunder, all such references shall be replaced with references to prices of gold of a comparable quality for immediate delivery in the most nearly comparable established market selected by Miranda as such prices are published in "Metals Week" or a similar publication.
(b) If Miranda causes refined silver which meets or exceeds generally accepted commercial standards for the sale of refined silver (it being understood that the specifications for refined silver published by Handy & Harman presently meet such standards) to be produced from ores and minerals mined from the Property and, if Section 3(d) shall not be applicable, for purposes of determining the Production Royalty, the refined silver shall be deemed to have been sold at the Monthly Average Silver Price for the month in which it was refined, and the Gross Value shall be determined by multiplying Silver Production during the calendar month by the Monthly Average Silver Price. As used herein, "Silver Production" means the quantity of refined silver in troy ounces outturned to Miranda's pool account (or to a third-party account for the benefit of Miranda) by an independent third-party refinery from ores and minerals mined from the Property on either a provisional or final settlement basis each calendar month. As used herein, "Monthly Average Silver Price" means the average New York Silver Price as published daily by Handy & Harman for a troy ounce of refined silver of a quality that is equal to or less than the quality of refined silver produced from the ores and minerals meeting the standards applicable to the refined silver for which the Gross Value is to be determined hereunder, calculated by dividing the sum of all such prices reported for the calendar month in question by the number of days for which such prices were reported.
In the event that the Handy & Harman quotation ceases or quotes prices for refined silver of a quality that is greater than the quality of refined silver for which the Gross Value is being determined hereunder, all such references shall be replaced with references to prices of silver of a comparable quality for immediate delivery in the most nearly comparable established market selected by Miranda as published in "Metals Week" or a similar publication.
(c) If Miranda causes refined or processed Precious Metals, other than refined gold and refined silver, which meets or exceeds commercial standards for the sale of such Precious Metals, or refined or processed Other Products, to be produced from ores and minerals mined from the Property, and if Section 3(d) shall not be applicable, for purposes of determining the Gross Value of such Precious Metals (other than refined gold and refined silver) or refined or processed Other Products hereunder the same shall be deemed to have been sold at the Monthly Average Price for the same for the month in which it was refined, and the Gross Value shall be determined by multiplying Production of the same during the calendar month by the Monthly Average Price for the same. As used herein, Production means the quantity of such Precious Metals (other than refined gold and refined silver) or refined or processed Other Products in standard commercial units outturned to Miranda's pool account (or to a third-party account for the benefit of Miranda by an independent third-party refinery from ores and minerals mined from the Property on either a provisional or final settlement basis each calendar month. As used herein, "Monthly Average Metal Price" means the price for each such standard commercial unit of such Precious Metals (other than refined gold and refined silver) or refined or processed Other Products for immediate delivery in an established market selected by Miranda as such price is published in "Metals Week" or a similar publication.
(d) In the event Miranda sells raw ores of Precious Metals or Other Products or concentrates or dore produced from such ores and minerals mined from the Property, then the Gross Value shall be calculated as set forth in Section 3(a), (b) and (c), except that Gold Production, Silver Production or other Production shall, in each case, be equal to the amount of gold, silver, other Precious Metals and Other Products contained in such raw ores, concentrates or dore sold in the specified month multiplied by (i) the recovery rate for such gold, silver, other Precious Metals and Other Products contractually determined between Miranda and a third party processor or (ii) if there is not a specifically contracted recovery rate, then by an assumed recovery rate equal to the average actual recovery rate experienced by Miranda from the beneficiation of such ores and minerals for such gold, silver, other Precious Metals and Other Products for the latest calendar quarter ended prior to such month.
In the event that such ores and minerals have not been so beneficiated by Miranda during any such calendar quarter, the recovery rate shall be the actual recovery rate experienced by the purchaser of such ores and minerals determined in good faith by Miranda.
(e) Where outturn of Precious Metals or Other Products is made by an independent third-party refinery on a provisional basis, the Gross Value shall be based upon the amount of such provisional settlement, but shall be adjusted in subsequent statements to account for the amount of such Precious Metals or Other Products established by final settlement by such refinery.
4 Forward Sales.
Lessor acknowledges that Miranda shall have the right to market and sell or refrain from selling ores and minerals mined from the Property and Precious Metals and Other Products produced from ores and minerals mined from the Property in any manner it may elect. Accordingly, Gross Value shall be determined as provided in Section 3 above irrespective of any actual selling arrangements entered into by Miranda, specifically including, but not limited to, forward sales, futures trading or commodity options trading, and any other price hedging, price protection and speculative arrangements which may involve the possible delivery of ores and minerals and Precious Metals or Other Products produced from ores and minerals mined from the Property.
5 Processing by Miranda.
Miranda may, but is not obligated to, beneficiate, mill, sort, concentrate, refine, smelt or otherwise process or upgrade the ores and minerals mined from the Property, Precious Metals ores and concentrates or Other Products ores and concentrates produced from ores and minerals mined from the Property prior to sale, transfer or conveyance to any purchaser, user, or consumer. Miranda shall not be liable for any mineral values, including, without limitation, any ores and minerals, Precious Metals or Other Products, lost in any manner or at any time or times except and only to the extent any such losses resulted exclusively from the bad faith or gross negligence of Miranda.
6 Sales to Affiliated Party.
Miranda shall be permitted to sell ores and minerals mined from the Property in the form of raw ore, dore, or concentrates to an Affiliate, provided that such sales shall be considered, solely for the purpose of computing Net Value, to have been sold at prices and on terms no less favorable than those which would be extended to a non-affiliated third party under similar circumstances. Nothing contained herein shall preclude or restrain Miranda in any way or at any time or times from selling or otherwise disposing of ores and minerals, Precious Metals or Other Products mined from the Property to any third party or any Affiliates.
7 Measurement of Products.
All ores and minerals mined from the Property for which a Net Smelter Returns Royalty is payable hereunder shall be weighed or measured and sampled in accordance with sound mining and metallurgical practices, after which Miranda may mix or commingle such ores and minerals, Precious Metals or Other Products mined from the Property with ores or other materials from properties other than the Property.
8 Calculation of Net Value.
Net Value shall be determined on a calendar month basis (except the first month, which shall be calculated based upon Gross Value and costs, charges and expenses incurred with respect to the month in which the Agreement date occurs, pro-rated based upon the number of days remaining in such month as of the Agreement date). Production Royalty shall be paid on the tenth business day following the last day of the calendar quarter in which the same accrued. At the time of payment of Production Royalty, Miranda shall deliver to Lessor a statement showing, in reasonable detail, the quantities and grades of the refined Precious Metals, dore, concentrates, Other Products or ores and minerals produced and sold or deemed to be sold by Miranda in the preceding quarter; the Average Monthly Price determined, as herein provided, for refined Precious Metals and Other Products on which the Production Royalty is due; costs and other deductions; and other pertinent information, in reasonable detail, to explain the calculation of Production Royalty payment with respect to each month in such quarter. Payment to Lessor shall be made in cash or by check, or upon 48 hours prior written notice from Lessor, by wire transfer to the account specified by Lessor in such notice. In the event a Production Royalty payment is not due for any quarter, Miranda shall not be required to provide Lessor with any statement hereunder.
Such quarterly statement shall also list the quantity and quality of any Precious Metals dore in inventory, if any, for more than ninety (90) days. No Production Royalty shall be due with respect to ores and minerals, Precious Metals or Other Products mined from the Property or stockpiles of the same unless and until the same are actually sold or deemed sold as expressly set for the above.
9 Sales.
All Production Royalty payments shall be considered final and in full satisfaction of all obligations of Miranda with respect thereto, unless Lessor gives Miranda written notice describing and setting forth a specific objection to the calculation thereof within ninety (90) days after receipt by Lessor of the quarterly statement herein provided for.
10 Miranda's Duty to Inform.
Miranda shall be under no obligation to provide Lessor with any ore reserve calculations (including, but not limited to, any information that would be required to be included in documents filed with the Securities and Exchange Commission or such other regulatory body regarding ore reserve calculations), mine plans, forecasts or other information relating to its operations other than as expressly set forth in this Agreement.
11 Assignment of Production Royalty.
Subject to the provisions of this Agreement Lessor may transfer, pledge, mortgage, charge or otherwise encumber all or any part of its right, title and interest in and to the Production Royalty; provided, however, that Miranda shall be under no obligation to make its payments hereunder to any such assignee, transferee, pledgee or other third party until Miranda's receipt of written notice concerning the transfer, pledge, mortgage, charge or other encumbrance and provided further that in no event shall Miranda be obligated to deliver payment or notices pursuant to this Agreement to more than one entity or location.
12 No Duty to Mine.
Miranda shall have the sole and exclusive right to determine the timing and the manner of any Mining or production from the Property and all related exploration, development and mining activities. Nothing in this Exhibit or the remainder of this Agreement shall require Miranda to explore, develop, mine or continue operations on the Property or to process ores and minerals from the Property. The mining of ores from any properties not subject to the Production Royalty to the exclusion of ores and minerals that are subject to the Production Royalty shall not violate any provision of this Exhibit or the remainder of this Agreement and there shall not be any express or implied covenant, duty or obligation of Miranda to undertake any exploration, development or mining.
SUMMARY REPORT ON THE
COAL CANYON PROPERTY
Eureka County
Nevada
For
GOLDEN ARIA CORP.
Suite 500 - 625 Howe Street
Vancouver, B.C. V6C 2T6
Canada
By
Gerald G. Carlson, Ph.D., P.Eng
August 15, 2005
TABLE OF CONTENTS *
LIST OF FIGURES *
INTRODUCTION *
LOCATION AND ACCESS *
PHYSIOGRAPHY AND CLIMATE *
PROPERTY *
HISTORY AND PREVIOUS WORK *
REGIONAL GEOLOGY AND METALLOGENY *
PROPERTY GEOLOGY *
MIRANDA WORK PROGRAM *
Geological Mapping *
Geophysical Survey *
Geochemical Sampling *
CONCLUSIONS *
RECOMMENDATIONS *
BUDGET - PROPOSED DRILL PROGRAM *
REFERENCES CITED *
STATEMENT OF QUALIFICATIONS *
APPENDIX A - COAL CANYON PROPERTY * 5
Figure 1. Coal Canyon Property Location Sketch. *
Figure 2. Coal Canyon Claims Sketch. *
Figure 3. Gold Deposits of the Battle Mountain - Eureka Trend. *
Figure 4. Coal Canyon Property Geology. *
Figure 5. Coal Canyon Resistivity Survey Interpretation. *
Figure 6. Preliminary Proposed Drill Hole Location Sketch. *
This report is prepared at the request of the directors of Golden Aria Corp. It includes a compilation of previous work on the property augmented by an interim geological report on a surface exploration program currently underway on the claim group (Cellura and Koehler, 2005) and a recently completed geophysical survey (Fox, 2005).
The writer visited the property in May, 2005 and has directed the current exploration program undertaken by Nevada based contract geologists and geophysicists. This work has included 1:2400 scale geological mapping by R. Stoeberl, including the collection of a number of rock samples for geochemical analysis (yet to be received) as well as a Spontaneous Potential/Resistivity geophysical survey, by R. Fox of Practical Geophysics. This geophysical method has proven effective in Nevada for outlining areas of hydrothermal alteration as well as sulphide mineralization, with excellent depth penetration capabilities. This report is distilled from the preliminary reports provided by these contractors.
The Coal Canyon gold property is located in west-central Eureka County Nevada along the Battle Mountain-Eureka mineral trend (Figure 1). The property is on the northwest flank of the northern Simpson Park Mountains and it extends into Pine Valley. Access to the property can be gained via secondary roads and tracks branching off either Nevada Highway 306 or Highway 278. Nearby towns include Elko (85mi/136km to the northeast), Carlin (65 mi/104 km to the north) and Eureka (60mi/95 km to the south).
Coal Canyon is in the Rocky Hills 7.5 minute quadrangle of the Simpson Park Mountains. The project is within the Basin and Range province, a major physiographic region of the western United States. The region is typified by north-northeast trending mountain ranges separated by broad, flat alluvium filled valleys. Elevations on the project range from 5,000 feet (minimum) in the valley to 7,500 feet (maximum) on the Twin Peaks summit. The climate is dry with annual precipitation in the 5 to 10 inch (12-25cm) range. Temperatures range from 10 o -40 o Fahrenheit (-12 o to 5 o C) in the winter to highs exceeding 90 o Fahrenheit (32 o C) in the summer. Lower elevation foliage is typified by sagebrush, grasses and greasewood whereas pinion, juniper and mountain mahogany are more typical of the mountain ranges.
Figure 1. Coal Canyon Property Location Sketch.
Sixty four unpatented lode mining claims (Coal 1-64) cover the property in Sections 16, 17, 18, 20, 21, 28 and 29 Township 25 North, Range 49 East, MDBM (Appendix A, the "Property"). Each claim measures 600 feet by 1500 feet totaling 2.1 sq. miles of claimed ground (Figure 2). The property is currently held by Miranda Gold Corporation via an agreement with Nevada North Resources. A complete list of the claims is included in Appendix A.
Golden Aria entered into an option agreement on April 6, 2005 whereby it has the right to earn a 60% interest in the Property by spending $1,000,000 in exploration over four years, including a minimum of $50,000 in year 1, $150,000 in year 2, $300,000 in year 3 and $550,000 in year 4. Golden Aria will also make payments to Miranda of $200,000 over four years, assume the obligations of the underlying lease agreement, including payments of $22,500 over four years, issue 250,000 Golden Aria shares to Miranda and maintain the claims in good standing. If Golden Aria earns its 60% interest in the Property, it then will have the option of increasing its interest to 70% by producing a Bankable Feasibility.
The Coal Canyon property has a long exploration history including work by Homestake Mining Company (early 1970's) and Amselco (1980's), prior to re-staking by Walter Schull in 1985. Following the re-staking effort, the property was leased to the Cordex Mineral Syndicate, Fisher Watt Gold Company, American Copper and Nickel Company (a subsidiary of Inco), Great Basin Exploration and Mining (GBEM), and most recently by Kennecott Exploration. These operators completed 39,200 feet of drilling in 81 holes. Exploration expenditures are estimated at $1 million USD. This estimate does not include property payments, claim rentals and filing fees.
Figure 2. Coal Canyon Claims Sketch.
Coal Canyon is located in immediate proximity to a number of existing economic gold mines, newly discovered gold deposits and previously operating mines, including: the Pipeline mine complex (22.5MM oz), Cortez Hills/Pediment (9.4MM oz), Cortez mine (1.7MM oz), Horse Canyon mine (0.8MM oz), Buckhorn mine (0.4MM oz ), Tonkin Springs mine (1.7MM oz), and Gold Bar (1.0MM oz) (Figure 3).
REGIONAL GEOLOGY AND METALLOGENY
The Coal Canyon property lies within the Battle Mountain-Eureka mineral trend, a 90 mile long (145 km), north-northwest alignment of predominantly carbonate-hosted gold deposits in north-central Nevada. Disseminated gold deposits are hosted in Ordovician through Permian sedimentary rocks, but seem to blossom in Silurian and Devonian carbonate rocks. The Battle Mountain-Eureka Trend is also famous for a world class gold-base metal skarn deposit (Fortitude/Phoenix), and a Climax- type porphyry molybdenum deposit (Mt. Hope). Gold deposits (Buckhorn, Mule Canyon) hosted in Miocene basalt also occur in the Northern Nevada Rift.
Figure 3. Gold Deposits of the Battle Mountain - Eureka Trend.
Much of the gold mineralization in northeastern Nevada is related to the Roberts Mountain Thrust, a low angle fault zone that has placed the older, Upper Plate rocks on top of younger Lower Plate rocks. The Upper Plate rocks, Ordovician in age, include mudstone, dark shale and siltstone, dark chert and siliceous mudstone, quartz arenite of various colors in thin to medium beds, finely-crystalline limestone that weathers to pastel shades of yellow and red, and irregular units of greenstone (pillow basalt).
The Lower Plate rocks, Devonian in age, include a number of distinct formations that consist primarily of limestone, silty limestone and dolomite.
These rocks have been intruded by a number of magmatic events, including Jurassic quartz monzonite intrusions, diorite stocks and dikes of Cretaceous age and numerous Tertiary quartz porphyry dikes and sills. Lamprophyre dikes are also present in the district, as well as Tertiary basalt flows and dikes.
The Paleozoic to early Mesozoic history has been complicated by three separate periods of folding, faulting, uplift and erosion. The Roberts Mountain Thrust formed during the earliest of these and has therefore been subject to subsequent deformation and in many places burial under younger sedimentary rocks. The current Basin and Range topography results from extensional tectonics that commenced in middle Tertiary time.
The geology of the Coal Creek property includes a window of Lower Plate rocks of the Roberts Mountain Thrust (see Figure 4) that correlate with the main host rocks for disseminated gold deposits in northeastern Nevada. On the property, these include the Hanson Creek Formation, of Silurian to Ordovician age, consisting of dark, thin-bedded limestone and dolomite. This is overlain by the Silurian to Devonian Roberts Mountain Formation, divided into two parts. The lower part includes yellowish-weathering, laminated limestone with a basal chert horizon. The upper part consists of thin-bedded limy mudstone interbedded with thick-bedded, massive to brecciated fossiliferous limestone. These are in turn overlain by the Devonian Rabbit Hill limestone and McColley Canyon limestone.
These units are partially covered by Tertiary volcanic rocks, including rhyodacite breccias, lavas and related intrusive dikes of the Fye Canyon Formation and rhyodacite breccias and domes of the Twin Peaks Formation.
The youngest rocks on the property include Tertiary basalt flows and gravel deposits with Quaternary gravels and alluvial fan deposits.
Figure 4. Coal Canyon Property Geology.
Geological mapping of the property was recently completed, at a scale of 1:2400, by Mr. R. Stoeberl (Cellura and Koehler, 2005). Mapping focused the various rock lithologies present on the property, the strike and dip of bedding and fault and fold structures, and hydrothermal alteration. This mapping expands on previous mapping efforts by Schull (1991-1992, 1998, 2000), and McKee and Conrad (1994).
The Grouse Creek fault that trends northwesterly across the southwestern corner of the property is believed to be a potential source of gold mineralization. A number of parallel faults and associated alteration were mapped by Stoeberl within the property. In addition, Stoeberl mapped a number of east-west and north-south structures that in places had coincident alteration including silicification, de-calcification of limestones and brecciation. Stoeberl also noted structural complexity and stratigraphic repetition, features that have also been noted associated with the Pipeline, Cortez, and Horse Canyon gold mines, to the west.
The fault geometries, Devonian and Silurian slope facies carbonate rocks, hydrothermal alteration (decalcification, silicification, clay, oxidation) and the presence of hydrothermally altered dikes are similar to geologic features observed within or proximal to gold deposits in the Cortez District and along the Carlin Trend.
Practical Geophysics (2005) carried out a gradient array resistivity survey (GAR and a spontaneous potential gradient survey (SPG) over an area of approximately 1.75 by 1.75 miles. GAR is a well-established method for detecting and delineating alteration zones, in particular silicification, as well as high angle fault zones. Effective search depth is 1,000 feet. SPG, on the other hand, detects oxidizing, vertically extensive sulphide mineralization. A summary of the GAR and SPG data is shown in Figure 5.
The resistivity data suggest that the surveyed area may contain several volcanic vents where low resistivity anomalies are associated with outcropping volcanics. The abrupt margins of the resistivity lows indicate high-angle contact between the volcanics and their sedimentary host rocks not gradual thickening of volcanic cover over local sedimentary basins. SPG data indicate that these possible vent features are not mineralized by veined sulfides, but in a few places their margins are SPG anomalous.
Anomalous high resistivity zones possibly associated with silicified limestone in the southern part of the grid show numerous SPG anomalies interpreted to be associated with oxidizing veined sulfide mineralization.
Linear patterns in the contoured resistivity data indicate probable high-angle fault geometry. These interpreted faults may have provided conduits for altering and mineralizing fluids.
To date, the geophysical results have not been fully integrated with the new geological survey. However, a number of the mapped structures with alteration patterns correlate with the geophysical data. The survey results, when evaluated with respect to known geology and geochemistry, are expected to help define several exploration targets
Figure 5. Coal Canyon Resistivity Survey Interpretation.
Work still in progress on the property includes the collection of a number of rock samples for the various lithologies and alteration zones for geochemical analysis. In addition, a mercury soil gas survey is also being undertaken.
Results of this work, including a complete property compilation, will be included in the final report.
Exploration efforts at Coal Canyon have identified a gold bearing hydrothermal system(s). The property presents strong encouragement for geologic and conceptual targets analogous to gold mineralization at Pipeline, Cortez Hills, and Horse Canyon. Some of the targets are blind in that they are down dip structural/stratigraphic projections, or they are covered by post-mineral volcanic rocks. Trace element values in jasperoid at Coal Canyon are similar to jasperoid overlying or proximal to ore zones in the Cortez District.
Favorable carbonate host rocks are present at Coal Canyon. Specifically the upper Wenban (Denay), lower Wenban, the Wenban / Roberts Mountains contact, the upper and lower portions of the Roberts Mountains Formation, and the Roberts Mountains / Hanson Creek contact are potential hosts for gold mineralization. As described earlier, these horizons host large, disseminated gold deposits in northern Nevada. Much of the previous work at Coal Canyon focused on carbonate units down section (Hanson, Eureka, Hamburg) from the Wenban and Roberts Mountains rocks, near the Grouse Creek Fault. Continued exploration should focus on prospecting and drilling rocks in the Wenban and Roberts Mountains Formations, particularly along altered fault zones or near folds. These rocks provide the best chance of hosting a large, economic gold deposit.
The Grouse Creek Fault is of similar orientation to well-documented, ore-controlling faults in gold deposits of northern Nevada (Cortez Hills, Pipeline, Gold Quarry, Mike, Betze, Rain, Lantern, and West Leeville). Many workers believe these faults are old, long-lived structures that controlled Paleozoic sedimentation, Mesozoic to Cenozoic igneous activity, and metal-bearing hydrothermal systems. The Grouse Creek Fault focuses igneous dikes, hydrothermal alteration and gold mineralization. Parallel faults occur on the Coal Canyon property and should be considered potential hydrothermal fluid conduits. Additional sampling and drilling is recommended along these faults.
Moderate amplitude folds are important structural traps for gold bearing fluids on the Eureka-Battle Mountain and Carlin Trends (e.g. Betze-Post, Cortez Hills, Pipeline, Genesis/Bluestar, Gold Quarry). At Coal Canyon, a moderate amplitude fold is recognized in favorable carbonate rocks. This feature combined with cross-cutting faults presents an attractive structural/stratigraphic setting. Additional cross section work and drilling is recommended.
The combined compilation of previous geological exploration work on the Coal Canyon and adjacent properties plus the geological mapping and geophysical surveys completed during the current program have yielded the following targets which are ready for drill testing. The Phase I drill program would include 3,000 feet of reverse circulation drilling, with a budget of $129,000, and would require about 1 month to complete. Targets include (Figure 6):
Drill test favorable carbonate section along strike of hydrothermally-altered 015 to 030 striking faults exposed in the east-central portion of the property. Alteration may represent up dip leakage from a large gold system in the lower Wenban and/or upper Roberts Mountains Formations, at depth. These structures project into a high resistivity area partially covered by volcanic rocks - this may represent a lower priority drill target.
Drill test Grouse Creek fault parallel structures where they intersect cross-cutting 015 to 030 striking faults.
In the east-central map area, drilling should target the line of intersection between 270-280 and 015-030 striking faults where it intersects favorable lower Wenban and the upper Roberts Mountains Formations rocks. This drilling will also be testing the axis of the inferred syncline. On the eastern side of the property, drilling should target these faults in lower plate carbonate, beneath Tertiary basalt flows.
Northeast-striking faults with silicified breccias crop out in the central and eastern portion of the property. In this area, favorable carbonate rocks are mostly covered by post-mineral, rhyodacite lava flows. Where exposed, these structures cut the Wenban, Roberts Mountains and Hanson Creek Formations. Drilling is recommended to test favorable carbonate rocks/northeast structure beneath the volcanic flows.
Contingent on successful results from the Phase I drill program, a Phase II program, consisting of approximately 12,000 feet of reverse circulation drilling would be considered. The budget for such a program, at $462,000, is outlined below.
Figure 6. Preliminary Proposed Drill Hole Location Sketch.
BUDGET - PROPOSED DRILL PROGRAM S
Phase I
Personnel
Supervising Geologist - 8 days @ 500/day $4,000
Field geologist - 15 days @ 350/day $5,250
Field Assistant - 15 days @ 250/day $3,750
Drilling (Reverse Circulation)
Mobilization, site preparation $20,000
3,000 ft. @ $20/ft. $60,000
Assaying
300 samples @ $20 $6,000
Report Preparation $5,000
Management Fee (5%) $5,000
Contingency $20,000
Total $129,000
Phase II
Geological support $36,000
Drilling (Reverse Circulation)
Mobilization, site preparation $80,000
12,000 ft. @ $20/ft. $240,000
Assaying
1,200 samples @ $20 $24,000
Report Preparation $12,000
Management Fee (5%) $20,000
Contingency $50,000
Total $462,000
REFERENCES CITED
Cellura, B. and S. Koehler, 2005, Coal Canyon Property - Interim Exploration Report, Eureka County, Nevada, 28 p.
Gilluly, J. and Masursky, H, 1967. Geology of the Cortez quadrangle, Nevada. USGS bulletin 1175.
McKee, E.H. and Conrad, J.E., 1994. Geologic map of the northern part of the Simpson Park Mountains, Eureka County, Nevada. USGS miscellaneous field studies map MF-2257.
Norby, J., 2002. Geology of the Maggie Creek District - Carlin Trend, Eureka County, Nevada. in Thompson, T.B., Teal, L., and Meeuwig, R.O. eds. Gold Deposits of the Carlin Trend, Nevada Bureau of Mines and Geology, Bulletin 111, plate 2.
Practical Geophysics, 2005, report on Gradient Array Grid Resistivity and Spontaneous Potential Gradient Survey, 3 p plus figures.
Schull, H.W., 2000. Grouse Creek fault zone - geologic and drill hole location map - Coal Canyon. Great Basin Exploration and Mining unpublished map.
Teal, L. and Jackson, M., 2002. Geologic overview of the Carlin Trend gold deposits. in Thompson, T.B., Teal, L., and Meeuwig, R.O. eds. Gold Deposits of the Carlin Trend, Nevada Bureau of Mines and Geology, Bulletin 111, p. 9-19.
I, Gerald G. Carlson, hereby certify that:
I am a consulting mineral exploration geologist with KGE Management Ltd. of 1740 Orchard Way, West Vancouver, B.C. V7V 4E8.
I am a graduate of the University of Toronto, with a degree in Geological Engineering (B.A.Sc., 1969). I attended graduate school at Michigan Technological University (M.Sc., 1974) and Dartmouth College (Ph.D., 1978). I have been involved in geological mapping and mineral exploration continuously since 1969, with the exception of time between 1972 and 1978 for graduate studies in economic geology.
I am a member in good standing of the Association of Professional Engineers and Geoscientists of the Province of British Columbia, Registration No. 12513 and of the Association of Professional Engineers of Yukon, Registration No. 0198.
I am author of this report on the Coal Creek Property. The report is based on a literature review, on private company reports and on a property visits during the 2005 field seasons.
I am a Director, President and CEO of Copper Golden Aria Resource Corp. and I own shares of Golden Aria.
I have had direct involvement with the exploration programs conducted on the area discussed in this report. I have experience writing Qualifying Reports and conducting evaluations of mineral properties.
Dated at Vancouver, B.C. this 15 day of August, 2005,
_______________________________
Gerald G. Carlson, P. Eng
1740 Orchard Way
West Vancouver, B.C. V7V 4E8
604-816-3012
Appendix A
Coal Canyon Property
Eureka County, Nevada
Sections 17, 18, 20, 21, 28, and & 29 T25N, R49E M.D.B.M. Appendix A Claim List
Claim Name County BLM_NMC# Loc. Date Book Page
Coal 1 Eureka 847957 5/29/2003 361 279
Coal 2 Eureka 847958 5/29/2003 361 280
Coal 3 Eureka 847959 5/29/2003 361 281
Coal 4 Eureka 847960 5/29/2003 361 282
Coal 5 Eureka 847961 5/29/2003 361 283
Coal 6 Eureka 847962 5/29/2003 361 284
Coal 7 Eureka 847963 5/29/2003 361 285
Coal 8 Eureka 847964 4/9/2003 361 286
Coal 9 Eureka 847965 4/9/2003 361 287
Coal 10 Eureka 847966 4/9/2003 361 288
Coal 11 Eureka 847967 4/9/2003 361 289
Coal 12 Eureka 847968 4/9/2003 361 290
Coal 13 Eureka 847969 4/9/2003 361 291
Coal 14 Eureka 847970 4/9/2003 361 292
Coal 15 Eureka 847971 5/24/2003 361 293
Coal 16 Eureka 847972 4/9/2003 361 294
Coal 17 Eureka 847973 4/9/2003 361 295
Coal 18 Eureka 847974 4/9/2003 361 296
Coal 19 Eureka 847975 4/9/2003 361 297
Coal 20 Eureka 847976 4/9/2003 361 298
Coal 21 Eureka 847977 4/9/2003 361 299
Coal 22 Eureka 847978 4/9/2003 361 300
Coal 23 Eureka 847979 4/8/2003 361 301
Coal 24 Eureka 847980 4/8/2003 361 302
Coal 25 Eureka 847981 4/8/2003 361 303
Coal 26 Eureka 847982 4/8/2003 361 304
Coal 27 Eureka 847983 4/8/2003 361 305
Coal 28 Eureka 847984 4/8/2003 361 306
Coal 29 Eureka 847985 4/8/2003 361 307
Coal 30 Eureka 847986 4/8/2003 361 308
Coal 31 Eureka 847987 4/9/2003 361 309
Coal 32 Eureka 847988 4/9/2003 361 310
Coal 33 Eureka 847989 4/9/2003 361 311
Coal 34 Eureka 847990 4/9/2003 361 312
Coal 35 Eureka 847991 4/8/2003 361 313
Coal 36 Eureka 847992 4/8/2003 361 314
Coal 37 Eureka 847993 4/8/2003 361 315
Coal 38 Eureka 847994 4/8/2003 361 316
Claim Name County BLM_NMC# Loc. Date Book Page
Coal 39 Eureka 847995 4/8/2003 361 317
Coal 40 Eureka 847996 4/8/2003 361 318
Coal 41 Eureka 847997 4/8/2003 361 319
Coal 42 Eureka 847998 4/10/2003 361 320
Coal 43 Eureka 847999 4/10/2003 361 321
Coal 44 Eureka 848000 4/11/2003 361 322
Coal 45 Eureka 848001 4/11/2003 361 323
Coal 46 Eureka 848002 4/11/2003 361 324
Coal 47 Eureka 848003 4/11/2003 361 325
Coal 48 Eureka 848004 4/11/2003 361 326
Coal 49 Eureka 848005 4/11/2003 361 327
Coal 50 Eureka 848006 4/11/2003 361 328
Coal 51 Eureka 848007 4/11/2003 361 329
Coal 52 Eureka 848008 4/11/2003 361 330
Coal 53 Eureka 848009 4/11/2003 361 331
Coal 54 Eureka 848010 4/11/2003 361 332
Coal 55 Eureka 848011 4/11/2003 361 333
Coal 56 Eureka 848012 4/11/2003 361 334
Coal 57 Eureka 848013 4/11/2003 361 335
Coal 58 Eureka 848014 4/11/2003 361 336
Coal 59 Eureka 848015 4/11/2003 361 337
Coal 60 Eureka 848016 4/12/2003 361 338
Coal 61 Eureka 848017 4/12/2003 361 339
Coal 62 Eureka 848018 4/12/2003 361 340
Coal 63 Eureka 848019 4/12/2003 361 341
Coal 64 Eureka 848020 4/12/2003 361 342
F r a s e r
a n d C o m p a n y LLPB
arristers and S olicitorsExhibit 5.1
January 9, 2006
Golden Aria Corp.
Suite 500 - 625 Howe Street
Vancouver BC
V6C 2T6
,
Dear Sirs:
Re: Registration Statement on Form SB-2
We have acted as counsel to Golden Aria Corp., a Nevada corporation (the "Company"), in connection with the filing of a Registration Statement on Form SB-2 (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 8,545,000 shares of common stock of the Company, par value $0.001 per share (the "Shares") for resale by the selling shareholders listed in the Registration Statements.
We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. As a result of our review, subject to the assumptions stated above and relying on the statements of fact contained in the documents we have examined, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.
This opinion letter is limited to the current federal laws of the United States and, to the limited extent set forth above, the Nevada Act, the Constitution of the State of Nevada, and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date of the effectiveness of the Registration Statement by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Yours truly,
FRASER and COMPANY
/s/ Fraser and Company
Suite 1200-999 West Hastings Street, Vancouver, B.C. V6C 2W2
Tel: (604) 669-5244 Fax: (604) 669-5791 E-mail: fraser@fraserlaw.com
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" and to the use of our report dated December 16, 2005 in the Form SB-2 Registration Statement and the related Prospectus of Golden Aria Corp. filed on January 9, 2006 for the registration of up to 8,545,000 shares of its common stock.
/s/ Ernst & Young LLP
Vancouver, British Columbia, Canada Chartered Accountants
January 9, 2006
A Member of Ernst & Young Global