As
filed
with the Securities and Exchange Commission on September 26, 2008
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________________________
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
ALLORA
MINERALS, INC.
(Name
of
small business issuer in its charter)
Nevada
|
1000
|
None
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(Primary
Standard Industrial
Classification
Number)
|
(IRS
Employer
Identification
Number)
|
Suite
3 , Level 1
190
Queen Street, Melbourne,
Victoria,
Australia, 3000
Telephone
No.: +61 3 9670 9755
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
____________________________
Agostino
Tarulli
President
Allora
Minerals, Inc.
190
Queen Street, Melbourne,
Victoria,
Australia, 3000
Telephone
No.: +61 3 9670 9755
Facsimile
No.: +61 3 9012 4314
(Address,
including zip code, and telephone number,
including
area code, of agent for service)
______________________________
Copies
to:
Thomas
E. Puzzo, Esq.
Law
Offices of Thomas E. Puzzo, PLLC
4216
NE 70th Street
Seattle,
Washington 98115
Telephone
No.: (206) 522-2256
Facsimile
No.: (206) 260-0111
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this 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, 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.
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Accelerated
filer
|
Non-accelerated
filer
o
|
Smaller
reporting company
x
|
(Do
not
check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of
Securities
to Be Registered
|
|
Amount to Be
Registered
(1)
|
|
Proposed
Maximum Offering
Price per Share
|
|
Proposed Maximum
Aggregate Offering
Price
|
|
Amount of
Registration Fee
|
|
Common
Stock,
$0.001
per share
|
|
|
1,275,000
(
|
2)
|
$
|
0.10
(
|
3)
|
$
|
127,500
|
|
$
|
4.81
|
|
TOTAL
|
|
|
1,275,000
|
|
|
|
|
$
|
127,500
|
|
$
|
4.81
|
|
|
(1)
|
In
the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common
stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as
amended.
|
|
(2)
|
Represents
the number of shares of common stock currently outstanding to be
sold by
the selling security holders.
|
|
(3)
|
Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(a) and (o) of the Securities Act.
|
The
registrant hereby amends this registration statement on such 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 of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a),
may
determine.
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION DATED September 26, 2008
ALLORA
MINERALS, INC
1,275,000
Shares of Common Stock
This
prospectus relates to the resale by certain selling security holders of Allora
Minerals, Inc. of up to 1,275,000 shares of common stock held by selling
security holders of Allora Minerals, Inc. We will not receive any of the
proceeds from the sale of the shares by the selling stockholders.
The
selling security holders will be offering our shares of common stock at a fixed
price of $0.10 per share until a market develops and thereafter at prevailing
market prices or privately negotiated prices. Each of the selling stockholders
may be deemed to be an "underwriter", as such term is defined in the Securities
Act of 1933, as amended.
There
has
been no market for our securities and a public market may never develop, or,
if
any market does develop, it may not be sustained. Our common stock is not traded
on any exchange or on the over-the-counter market. After the effective date
of
the registration statement relating to this prospectus, we hope to have a market
maker file an application with the Financial Industry Regulatory Authority
for
our common stock to be eligible for trading on the Over-the-Counter Bulletin
Board. We do not yet have a market maker who has agreed to file such
application. There can be no assurance that our common stock will ever be quoted
on a stock exchange or a quotation service or that any market for our stock
will
develop.
OUR
BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR SHARES OF COMMON
STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER
THE
FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 7
BEFORE INVESTING IN OUR SHARES OF 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
OFFENSE.
The
information in this prospectus is not complete and may be changed. This
prospectus is included in the registration statement that was filed by us with
the Securities and Exchange Commission. The selling security holders may not
sell these securities until the registration statement becomes effective.
This prospectus is not an offer to sell these securities and 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 September 26, 2008.
The
following table of contents has been designed to help you find information
contained in this prospectus. We encourage you to read the entire prospectus.
Table
of Contents
|
Page
|
|
|
Prospectus
Summary
|
5
|
Risk
Factors
|
6
|
Use
of Proceeds
|
11
|
Determination
of Offering Price
|
11
|
Selling
Security Holders
|
11
|
Plan
of Distribution
|
13
|
Description
of Securities
|
15
|
Experts
|
16
|
Interests
of Named Experts and Counsel
|
16
|
Description
of Business
|
16
|
Our
Executive Offices
|
21
|
Legal
Proceedings
|
21
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Market
for Common Equity and Related Stockholder Matters
|
21
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
22
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Directors,
Executive Officers, Promoters and Control Persons
|
25
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Executive
Compensation
|
26
|
Security
Ownership of Certain Beneficial Owners and Management
|
27
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Certain
Relationships and Related Transactions
|
27
|
Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
|
27
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Where
You Can Find More Information
|
28
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Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure
|
28
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Financial
Statements
|
F-1
|
Until
___, 2008 (90 business 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 obligation to deliver a prospectus when acting
as
underwriters and with respect to their unsold allotments or
subscriptions.
A
Cautionary Note Regarding Forward-Looking Statements
This
prospectus contains forward-looking statements which 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.
PROSPECTUS
SUMMARY
As
used
in this prospectus, references to the “Company,” “we,” “our” or “us” refer to
Allora Minerals, Inc. unless the context otherwise indicates.
The
following summary highlights selected information contained in this prospectus.
Before making an investment decision, you should read the entire prospectus
carefully, including the “Risk Factors” section, the financial statements, and
the notes to the financial statements.
Our
Company
On
November 2, 2007, Allora Minerals, Inc. was incorporated under the laws of
the
State of Nevada for the purpose of conducting mineral exploration activities.
We
are an
exploration stage company formed for the purposes of acquiring, exploring,
and
if warranted and feasible, developing a natural resource property. We raised
an
aggregate of $28,000 through private placements of our securities. Proceeds
from
these placements were used as an initial option payment on a mineral property
and for working capital.
On
February 12, 2008 we entered into a mineral property option agreement whereby
we
can acquire a 100% interest in the Albury Heath 1 and 2 prospecting licenses
located in Western Australia. The option agreement require us to make an initial
cash payment of $3,600 (Australian dollar (“A$”) A$4,000 (paid on February 12,
2008)), incur a minimum expenditure commitment of approximately $12,700
(A$14,120) per year from March 14, 2008 to March 13, 2011. In addition, we
must
incur exploration expenditures of approximately $180,000 (A$200,000) through
March 13, 2011. The option agreement has an exercise price of approximately
$225,000 (A$250,000) cash to be paid if exercised by the Company. We had a
consulting geologist prepare an evaluation report on the prospects. We intend
to
conduct exploratory activities on the claim and if feasible, develop the
prospects.
The
Offering
Securities
offered:
|
|
The
selling stockholders are offering hereby up to 1,275,000 shares of
common
stock.
|
|
|
|
Offering
price :
|
|
$0.10
per share of common stock until a market develops
|
|
|
|
Shares
outstanding prior to offering:
|
|
3,775,000
|
|
|
|
Shares
outstanding after offering:
|
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3,775,000
|
Market
for the common shares:
|
|
There
is no public market for our shares. Our common stock is not traded
on any
exchange or on the over-the-counter market. After the effective date
of
the registration statement relating to this prospectus, we hope to
have a
market maker file an application with the Financial Industry Regulatory
Authority (“FINRA”) for our common stock to eligible for trading on the
Over-the- Counter Bulletin Board. We do not yet have a market maker
who
has agreed to file such application.
There
is no assurance that a trading market will develop, or, if developed,
that
it will be sustained. Consequently, a purchaser of our common stock
may
find it difficult to resell the securities offered herein should
the
purchaser desire to do so when eligible for public
resale.
|
Use
of proceeds:
|
|
We
will not receive any proceeds from the sale of shares by the selling
security holders
|
Summary
Financial Information
The
tables and information below are derived from our audited financial statements
for the period from
November
2, 2007 (Inception) to May 31, 2008. Our working capital as at May 31,
2008 was $19,257.
Financial
Summary
|
|
|
May 31, 2008 ($)
|
|
Cash
and Deposits
|
|
|
21,722
|
|
Total
Assets
|
|
|
25,322
|
|
Total
Liabilities
|
|
|
2,465
|
|
Total
Stockholder’s Equity
|
|
|
22,857
|
|
Statement
of Operations
|
|
Accumulated From
November 2, 2007
(Inception) to
May 31, 2008
($)
|
|
Total
Expenses
|
|
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5,143
|
|
Net
Loss for the Period
|
|
|
5,143
|
|
Net
Loss per Share
|
|
|
0.00
|
|
RISK
FACTORS
An
investment in our common stock involves a number of very significant risks.
You
should carefully consider the following known material risks and uncertainties
in addition to other information in this prospectus in evaluating our company
and its business before purchasing shares of our company's common stock. The
following risks are in addition to numerous other risks that are typical of
exploration stage resource companies. Additional risks not presently known
to us
may also impair our business operations. You could lose all or part of your
investment due to any of these risks.
Risks
Relating to Our Company
Our
auditors have expressed substantial doubt about our ability to continue as
a
going concern.
Our
financial statements for the period ended May 31, 2008 were prepared assuming
that we will continue our operations as a going concern. We were
incorporated on November 2, 2007 and do not have a history of earnings. As
a
result, our independent accountants in their audit report have raised
substantial doubt about our ability to continue as a going concern. Continued
operations are dependent on our ability to complete equity or debt financings
or
generate profitable operations. Such financings may not be available or
may not be available on reasonable terms. Our financial statements do not
include any adjustments that may result from the outcome of this
uncertainty.
We
will require additional funds which we plan to raise through the sale of our
common stock, which requires favorable market conditions and interest in our
activities by investors. We may not be able to sell our common stock and funding
would not be available for continued operations.
Our
current assets of $21,722 will be not be sufficient to complete the first phase
of our planned exploration program on the Albury Heath 1 and 2 prospecting
licenses. All of our exploration activities will require additional funding.
Our
only present means of funding is through the sale of our common stock. The
sale
of common stock requires favorable market conditions for junior exploration
companies like ours, as well as specific interest in our stock, neither of
which
may exist if and when additional funding is required by us. If we are unable
to
raise additional funds in the future, we may have to cease our operations.
We
have a very limited history of operations and accordingly there is no track
record that would provide a basis for assessing our ability to conduct
successful mineral exploration activities. We may not be successful in
carrying out our business objectives.
We
were
incorporated on November 2, 2007 and to date, have been involved primarily
in
organizational activities, obtaining financing and entering into a mineral
property option agreement. Accordingly, we have no track record of successful
exploration activities, strategic decision making by management, fund-raising
ability, and other factors that would allow an investor to assess the likelihood
that we will be successful as a junior resource exploration company. Junior
exploration companies often fail to achieve or maintain successful operations,
even in favorable market conditions. There is a substantial risk that we
will not be successful in our exploration activities, or if initially
successful, in thereafter generating any operating revenues or in achieving
profitable operations.
Our
failure to make required payment could cause us to lose title to the prospecting
licenses.
The
Albury Heath 1 and 2 prospecting licenses has an expiration date of March 13,
2011. In order to maintain the licenses in good standing, it will be necessary
for us to pay an annual maintenance fee of approximately $12,700 (A$14,120)
per
year from March 14, 2008 to March 13, 2011.
Due
to the speculative nature of mineral property exploration, there is substantial
risk that no commercially viable mineral deposits will be found on the Albury
Heath 1 and 2 prospecting licenses or other mineral properties that we
acquire.
In
order
for us to even commence mining operations we face a number of challenges which
include finding qualified professionals to conduct our exploration program,
obtaining adequate financing to continue our exploration program, locating
a
viable mineral body, partnering with a senior mining company, obtaining mining
permits, and ultimately selling minerals in order to generate revenue. Moreover,
exploration for commercially viable mineral deposits is highly speculative
in
nature and involves substantial risk that no viable mineral deposits will be
located on any of our present or future mineral properties. There is a
substantial risk that the exploration program that we will conduct on the
prospects may not result in the discovery of any significant mineralization,
and
therefore no commercial viable mineral deposit. There are numerous
geological features that we may encounter that would limit our ability to locate
mineralization or that could interfere with our exploration programs as planned,
resulting in unsuccessful exploration efforts. In such a case, we may incur
significant costs associated with an exploration program, without any benefit.
This would likely result in a decrease in the value of our common
stock.
Due
to the inherent dangers involved in mineral exploration, there is a risk that
we
may incur liability or damages as we conduct our business.
The
search for minerals involves numerous hazards. As a result, we may become
subject to liability for such hazards, including pollution, cave-ins and other
hazards against which we cannot insure or may elect not to insure. We currently
have no such insurance nor do we expect to obtain such insurance for the
foreseeable future. If a hazard were to occur, the costs of rectifying the
hazard may exceed our asset value and cause us to liquidate all our assets
and
cease operations, resulting in the loss of your entire investment.
As
we undertake exploration of our mineral claims, we will be subject to compliance
with government regulation that may increase the anticipated cost of our
exploration program.
There
are
several governmental regulations that materially restrict mineral exploration.
We will be subject to the laws of the Western Australian as administered by
the
Department of Industry and Resources as we carry out our exploration program.
We
may be required to obtain work permits, negotiate with Aboriginal groups holding
Native Title Rights for access to our leases, obtain land access agreements
from
pastoral lease holders, post bonds and perform remediation work for any physical
disturbance to the land in order to comply with these laws. If we enter the
production phase, the cost of complying with permit and regulatory environment
laws will be greater because the impact on the project area is greater. Permits
and regulations will control all aspects of the production program if the
project continues to that stage. Examples of regulatory requirements
include:
(a)
Water
discharge will have to meet drinking water standards;
(b)
Dust
generation will have to be minimal or otherwise re-mediated;
(c)
Dumping of material on the surface will have to be re-contoured and re-vegetated
with natural vegetation;
(d)
An
assessment of all material to be left on the surface will need to be
environmentally benign;
(e)
Ground water will have to be monitored for any potential
contaminants;
(f)
The
socio-economic impact of the project will have to be evaluated and if deemed
negative, will have to be remediated; and
(g)
There
will have to be an impact report of the work on the local fauna and flora
including a study of potentially endangered species.
There
is
a risk that new regulations could increase our costs of doing business and
prevent us from carrying out our exploration program. We will also have to
sustain the cost of reclamation and environmental remediation for all
exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.
The
market price for precious metals is based on numerous factors outside of our
control. There is a risk that the market price for precious metals will
significantly decrease, which will make it difficult for us to fund further
mineral exploration activities, and would decrease the probability that any
significant mineralization that we locate can be economically extracted.
Numerous
factors beyond our control may affect the marketability of minerals. These
factors include market fluctuations, the proximity and capacity of natural
resource markets and processing equipment, government regulations, including
regulations relating to prices, taxes, royalties, land tenure, land use,
importing and exporting of minerals and environmental protection. The
exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in our not receiving an adequate return
on invested capital and you may lose your entire investment in this
offering.
Since
the majority of our shares of common stock are owned by our President, our
other
stockholders may not be able to influence control of the Company or decision
making by management of the Company.
Our
president beneficially own 66.23% of our outstanding common stock. The
interests of our president may not be, at all times, the same as that of our
other shareholders. Our president is not simply a passive investor but is also
an executive officer of the Company, his interests as an executive may, at
times
be adverse to those of passive investors. Where those conflicts exist, our
shareholders will be dependent upon our president exercising, in a manner fair
to all of our shareholders, his fiduciary duties as an officer or as a member
of
the Company’s Board of Directors. Also, our president has the ability to
significantly influence the outcome of most corporate actions requiring
shareholder approval, including the sale of all or substantially all of our
assets and amendments to our articles of incorporation. This concentration
of
ownership may also have the effect of delaying, deferring or preventing a change
of control of us, which may be disadvantageous to minority
shareholders.
Since
our President has ability to be employed by or consult for other companies,
his
other activities could slow down our operations
.
Our
President is not required to work exclusively for us and do not devote all
of
his time to our operations. Therefore, it is possible that a conflict of
interest with regard to his time may arise based on his employment by other
companies. His other activities may prevent him from devoting full-time to
our
operations which could slow our operations and may reduce our financial results
because of the slow down in operations. It is expected that our President will
devote between 10 and 20 hours per week to our operations on an ongoing basis,
and when required will devote whole days and even multiple days at a stretch
when property visits are required or when extensive analysis of information
is
needed. We do not have any written procedures in place to address conflicts
of
interest that may arise between our business and the business activities of
our
president.
If
the selling shareholders sell a large number of shares all at once or in blocks,
the
market
price of our shares would most likely decline.
The
selling shareholders are offering up to 1,275,000 shares of our common stock
through this prospectus. Our common stock is presently not traded or
quoted on any market or securities exchange, but should a market develop, shares
sold at a price below the current market price at which the common stock is
quoted will cause that market price to decline. Moreover, the offer or
sale of a large number of shares at any price may cause the market price to
fall. The outstanding shares of common stock covered by this prospectus
represent 33.77% of the common shares outstanding as of the date of this
prospectus.
Risks
Relating to Our Common Stock
There
is no liquidity and no established public market for our common stock and we
may
not be successful at obtaining a quotation on a recognized quotation service.
In such event it may be difficult to sell your
shares.
There
is
presently no public market in our shares. There can be no assurance that
we will be successful at developing a public market or in having our common
stock quoted on a quotation facility such as the OTC Bulletin Board. There
are risks associated with obtaining a quotation, including that broker dealers
will not be willing to make a market in our shares, or to request that our
shares be quoted on a quotation service. In addition, even if a quotation
is obtained, the OTC Bulletin Board and similar quotation services are often
characterized by low trading volumes, and price volatility, which may make
it
difficult for an investor to sell our common stock on acceptable terms.
If trades in our common stock are not quoted on a quotation
facility, it may be very difficult for an investor to find a buyer for their
shares in our Company.
Our
common stock is subject to the "penny stock" rules of the SEC and the trading
market in our securities is limited, which makes transactions in our stock
cumbersome and may reduce the value of an investment in our
stock.
Under
U.S. federal securities legislation, our common stock will constitute “penny
stock”. Penny stock is any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require that a broker or
dealer approve a potential investor’s account for transactions in penny
stocks, and the broker or dealer receive from the investor a written agreement
to the transaction, setting forth the identity and quantity of the penny stock
to be purchased. In order to approve an investor’s account for
transactions in penny stocks, the broker or dealer must obtain financial
information and investment experience objectives of the person, and make a
reasonable determination that the transactions in penny stocks are suitable
for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form sets forth the basis on which
the
broker or dealer made the suitability determination. Brokers may be less
willing to execute transactions in securities subject to the "penny stock"
rules. This may make it more difficult for investors to dispose of our common
stock and cause a decline in the market value of our stock. Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both
the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
We
may, in the future, issue additional common shares, which would reduce
investors’ percent of ownership and may dilute our share
value.
Our
Articles of Incorporation authorize the issuance of 75,000,000 shares of common
stock. As of September 25, 2008, the Company had 3,775,000 shares of common
stock outstanding. Accordingly, we may issue up to an additional 71,225,000
shares of common stock. The future issuance of common stock may result in
substantial dilution in the percentage of our common stock held by our then
existing shareholders. We may value any common stock issued in the future on
an
arbitrary basis. The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect
on
any trading market for our common stock.
There
is no current trading market for our securities and if a trading market does
not
develop, purchasers of our securities may have difficulty selling their
shares.
There
is
currently no established public trading market for our securities and an active
trading market in our securities may not develop or, if developed, may not
be
sustained. We intend to have an application filed for admission to
quotation of our securities on the OTC Bulletin Board after this prospectus
is
declared effective by the SEC. If for any reason our common stock is not
quoted on the OTC Bulletin Board or a public trading market does not otherwise
develop, purchasers of the shares may have difficulty selling their common
stock
should they desire to do so. No market makers have committed to becoming market
makers for our common stock and none may do so.
State
securities laws may limit secondary trading, which may restrict the States
in
which and conditions under which you can sell the shares offered by this
prospectus.
Secondary
trading in common stock sold in this offering will not be possible in any State
until the common stock is qualified for sale under the applicable securities
laws of the State or there is confirmation that an exemption, such as listing
in
certain recognized securities manuals, is available for secondary trading in
the
State. If we fail to register or qualify, or to obtain or verify an
exemption for the secondary trading of, the common stock in any particular
State, the common stock could not be offered or sold to, or purchased by, a
resident of that State. In the event that a significant number of States refuse
to permit secondary trading in our common stock, the liquidity for the common
stock could be significantly impacted thus causing you to realize a loss on
your
investment.
Anti-takeover
effects of certain provisions of Nevada state law hinder a potential takeover
of
us.
Though
not now, we may be or in the future we may become subject to Nevada’s control
share law. A corporation is subject to Nevada’s control share law if it has more
than 200 stockholders, at least 100 of whom are stockholders of record and
residents of Nevada, and it does business in Nevada or through an affiliated
corporation. The law focuses on the acquisition of a “controlling interest”
which means the ownership of outstanding voting shares sufficient, but for
the
control share law, to enable the acquiring person to exercise the following
proportions of the voting power of the corporation in the election of directors:
(i) one-fifth or more but less than one-third, (ii) one-third or more but less
than a majority, or (iii) a majority or more. The ability to exercise such
voting power may be direct or indirect, as well as individual or in association
with others.
The
effect of the control share law is that the acquiring person, and those acting
in association with it, obtains only such voting rights in the control shares
as
are conferred by a resolution of the stockholders of the corporation, approved
at a special or annual meeting of stockholders. The control share law
contemplates that voting rights will be considered only once by the other
stockholders. Thus, there is no authority to strip voting rights from the
control shares of an acquiring person once those rights have been approved.
If
the stockholders do not grant voting rights to the control shares acquired
by an
acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell its shares to others. If the buyers of those
shares themselves do not acquire a controlling interest, their shares do not
become governed by the control share law.
If
control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder’s shares.
Nevada’s
control share law may have the effect of discouraging takeovers of the
corporation.
In
addition to the control share law, Nevada has a business combination law which
prohibits certain business combinations between Nevada corporations and
“interested stockholders” for three years after the “interested stockholder”
first becomes an “interested stockholder,” unless the corporation’s board of
directors approves the combination in advance. For purposes of Nevada law,
an
“interested stockholder” is any person who is (i) the beneficial owner, directly
or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (ii) an affiliate or associate of the
corporation and at any time within the three previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of
the
then outstanding shares of the corporation. The definition of the term “business
combination” is sufficiently broad to cover virtually any kind of transaction
that would allow a potential acquiror to use the corporation’s assets to finance
the acquisition or otherwise to benefit its own interests rather than the
interests of the corporation and its other stockholders.
The
effect of Nevada’s business combination law is to potentially discourage parties
interested in taking control of CanAm Uranium from doing so if it cannot obtain
the approval of our board of directors.
Because
we do not intend to pay any cash dividends on our common stock, our stockholders
will not be able to receive a return on their shares unless they sell
them.
We
intend
to retain any future earnings to finance the development and expansion of our
business. We do not anticipate paying any cash dividends on our common stock
in
the foreseeable future. Unless we pay dividends, our stockholders will not
be
able to receive a return on their shares unless they sell them. There is no
assurance that stockholders will be able to sell shares when desired.
USE
OF PROCEEDS
This
prospectus relates to shares of our common stock that may be offered and sold
from time to time by the selling stockholders. We will not receive any of the
proceeds from the sale of the common shares being offered for sale by the
selling security holders.
DETERMINATION
OF THE OFFERING PRICE
The
selling shareholders will sell our shares at $0.10 per share until our shares
are quoted on the OTCBB, and thereafter at prevailing market prices or privately
negotiated prices. This price was arbitrarily determined by us.
SELLING
SECURITY HOLDERS
The
following table sets forth the shares beneficially owned, as of September 25,
2008, by the selling security holders prior to the offering contemplated by
this
prospectus, the number of shares each selling security holder is offering by
this prospectus and the number of shares which each would own beneficially
if
all such offered shares are sold.
Beneficial
ownership is determined in accordance with Securities and Exchange Commission
rules. Under these rules, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes the power
to
vote or direct the voting of the security, or investment power, which includes
the power to vote or direct the voting of the security. The person is also
deemed to be a beneficial owner of any security of which that person has a
right
to acquire beneficial ownership within 60 days. Under the Securities and
Exchange Commission rules, more than one person may be deemed to be a beneficial
owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment
power.
The
percentages below are calculated based on 3,775,000 shares of our common stock
issued and outstanding as of September 25, 2008. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares
of our common stock.
Name
of Selling
Shareholder
|
|
Shares
Owned
Before
the
Offering
|
|
Total
Number of
Shares
to be Offered
for
the Security
Holder’s
Account
|
|
Total
Shares
Owned
After
the
Offering is
Complete
|
|
Percentage
of
Shares
owned
After
the
Offering
is
Complete
|
|
|
|
|
|
|
|
|
|
Baines
Andrea
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Baines
Michelle
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Bartsch
Alun
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Bartsch
Marian
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Bartsch
Paloma
|
|
25,000
|
|
25,000
|
|
0
|
|
0
|
Brown
Alexander
|
|
25,000
|
|
25,000
|
|
0
|
|
0
|
Brown
Elizabeth
|
|
25,000
|
|
25,000
|
|
0
|
|
0
|
Brown
Jason
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Brown
Kathrine
|
|
25,000
|
|
25,000
|
|
0
|
|
0
|
Brown
Nicole
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Campbell
Sharon
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Di
Scerni Daniel
|
|
25,000
|
|
25,000
|
|
0
|
|
0
|
Di
Scerni Paul
|
|
25,000
|
|
25,000
|
|
0
|
|
0
|
Di
Scerni Sam
|
|
25,000
|
|
25,000
|
|
0
|
|
0
|
Elder
Ian
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Gencarelli
Filomena
|
|
25,000
|
|
25,000
|
|
0
|
|
0
|
Gencarelli
George
|
|
25,000
|
|
25,000
|
|
0
|
|
0
|
Henrich
Sarah
|
|
25,000
|
|
25,000
|
|
0
|
|
0
|
Loei
Elizabeth
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Lorrigan
Anthony
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Mitchell
Andrew
|
|
25,000
|
|
25,000
|
|
0
|
|
0
|
O'Neill
Andrew
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
O'Neill
Ethel
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
O'Neill
Gavin
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
O'Neill
Patrick
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
O'Neill
Vicki
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
O'Neill
William Jnr
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
O'Neill
William Snr
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Tarulli
Antonio
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Tarulli
Assunta
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
Welsh
Kylie
|
|
50,000
|
|
50,000
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
Total
|
|
1,275,000
|
|
1,275,000
|
|
0
|
|
0
|
None
of
the selling shareholders has a relationship with us other than as a shareholder,
has ever been one of our officers or directors, or is a broker-dealer registered
under the United States Securities Exchange Act, or an affiliate of such a
broker-dealer.
We
may
require the selling stockholders 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 the statements in these documents
in
order to make statements in those documents not misleading. We will file a
post-effective amendment to the registration statement to reflect any such
material changes to this prospectus.
PLAN
OF DISTRIBUTION
As
of the
date of this prospectus, there is no market for our securities. After the
date of this prospectus, we expect to have an application filed with the
Financial Industry Regulatory Authority for our common stock to be eligible
for
trading on the OTC Bulletin Board. Until our common stock becomes eligible
for
trading on the OTC Bulletin Board, the selling security holders will be offering
our shares of common stock at a fixed price of $0.10 per common share. After
our
common stock becomes eligible for trading on the OTC Bulletin Board, the
selling security holders may, from time to time, sell all or a portion of the
shares of common stock on OTC Bulletin Board, in privately negotiated
transactions or otherwise. After our common stock becomes eligible for trading
on the OTC Bulletin Board, such sales may be at fixed prices prevailing at
the
time of sale, at prices related to the market prices or at negotiated
prices.
After
our
common stock becomes eligible for trading on the OTC Bulletin Board, the shares
of common stock being offered for resale by this prospectus may be sold by
the
selling security holders by one or more of the following methods, without
limitation:
|
·
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchasers;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
market
sales (both long and short to the extent permitted under the federal
securities laws);
|
|
·
|
at
the market to or through market makers or into an existing market
for the
shares;
|
|
·
|
through
transactions in options, swaps or other derivatives (whether exchange
listed or otherwise); and
|
|
·
|
a
combination of any of the aforementioned methods of
sale.
|
In
the
event of the transfer by any of the selling security holders of its warrants
or
shares of common stock to any pledgee, donee or other transferee, we will amend
this prospectus and the registration statement of which this prospectus forms
a
part by the filing of a post-effective amendment in order to have the pledgee,
donee or other transferee in place of the selling security holder who has
transferred his, her or its shares.
In
effecting sales, brokers and dealers engaged by the selling security holders
may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from a selling security holder or, if any
of
the broker-dealers act as an agent for the purchaser of such shares, from a
purchaser in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Before our common stock
becomes eligible for trading on the OTC Bulletin Board, broker-dealers may
agree
with a selling security holder to sell a specified number of the shares of
common stock at a price per share of $0.10. After our common stock becomes
eligible for trading on the OTC Bulletin Board, broker-dealers may agree with
a
selling security holder 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 fulfill the broker-dealer commitment to the selling security
holder if such broker-dealer is unable to sell the shares on behalf of the
selling security holder. 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. After
our
common stock becomes eligible for trading on the OTC Bulletin Board, 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.
The
selling security holders and any broker-dealers or agents that participate
with
the selling security holders 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, any of the selling security holders may pledge shares of common stock
pursuant to the margin provisions of customer agreements with brokers. Upon
a
default by a selling security holder, their broker may offer and sell the
pledged shares of common stock from time to time. After our common stock becomes
eligible for trading on the OTC Bulletin Board, upon a sale of the shares of
common stock, the selling security holders 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 that may be required
in the event any of the selling security holders defaults under any customer
agreement with brokers.
To
the
extent required under the Securities Act, a post effective amendment to this
registration statement will be filed disclosing the name of any broker-dealers,
the number of shares of common stock involved, the price at which the shares
of
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
and
the selling security holders 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 a selling security holder is a
distribution participant and we, under certain circumstances, may be a
distribution participant, under Regulation M. All of the foregoing may affect
the marketability of the shares of 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
security holders, the purchasers participating in such transaction, or
both.
Any
shares of common stock covered by this prospectus which 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.
Penny
Stock Rules
The
Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in “penny stocks” as
such term is defined by Rule 15g-9. Penny stocks are generally equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system).
The
shares offered by this prospectus constitute penny stock under the Securities
and Exchange Act. The shares will remain penny stock for the foreseeable future.
The classification of penny stock makes it more difficult for a broker-dealer
to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his or her investment. Any broker-dealer engaged by
the
purchaser for the purpose of selling his or her shares in our company will
be
subject to the penny stock rules.
The
penny
stock rules require a broker-dealer, prior to a transaction in a penny stock
not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the Commission, which:
·
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those 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 acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
Regulation
M
During
such time as we may be engaged in a distribution of any of the shares we are
registering by this registration statement, we are required to comply with
Regulation M. In general, Regulation M precludes any selling security
holder, any affiliated purchasers and any broker-dealer or other person who
participates in a distribution from bidding for or purchasing, or attempting
to
induce any person to bid for or purchase, any security which is the subject
of
the distribution until the entire distribution is complete. Regulation M defines
a “distribution” as an offering of securities that is distinguished from
ordinary trading activities by the magnitude of the offering and the presence
of
special selling efforts and selling methods. Regulation M also defines a
“distribution participant” as an underwriter, prospective underwriter, broker,
dealer, or other person who has agreed to participate or who is participating
in
a distribution.
Regulation
M under the Exchange Act prohibits, with certain exceptions, participants in
a
distribution from bidding for or purchasing, for an account in which the
participant has a beneficial interest, any of the securities that are the
subject of the distribution. Regulation M also governs bids and purchases made
in order to stabilize the price of a security in connection with a distribution
of the security
.
We
have
informed the selling shareholders that the anti-manipulation provisions of
Regulation M may apply to the sales of their shares offered by this prospectus,
and we have also advised the selling shareholders of the requirements for
delivery of this prospectus in connection with any sales of the common stock
offered by this prospectus.
Blue
Sky Restrictions on Resale
When
a
selling security holder wants to sell shares of our common stock under this
registration statement in the United States, the selling stockholders will
also
need to comply with State securities laws, also known as “Blue Sky laws,” with
regard to secondary sales. All States offer a variety of exemptions from
registration of secondary sales. Many States, for example, have an
exemption for secondary trading of securities registered under Section 12(g)
of
the Securities Exchange Act of 1934 or for securities of issuers that publish
continuous disclosure of financial and non-financial information in a recognized
securities manual, such as Standard & Poor’s. The broker for a selling
stockholder will be able to advise the stockholder as to which States have
an
exemption for secondary sales of our common stock.
Any
person who purchases shares of our common stock from a selling stockholder
pursuant to this prospectus, and who subsequently wants to resell such shares
will also have to comply with “Blue Sky laws” regarding secondary
sales.
When
the
registration statement becomes effective, and a selling security holder
indicates in which State(s) he desires to sell his shares, we will be able
to
identify whether it will need to register or will rely on an exemption there
from.
DESCRIPTION
OF SECURITIES
Description
of Securities
The
following description of our capital stock is a summary and is qualified in
its
entirety by the provisions of our Articles of Incorporation, as amended, which
have been filed as exhibits to our registration statement of which this
prospectus is a part.
Common
Stock
We
are
authorized to issue seventy five million (75,000,000) shares of common stock,
par value $0.001, of which 3,775,000 shares of common stock are issued and
outstanding as of September 25, 2008.
During
December 2007, we issued 2,500,000 common shares at $0.001 per share to our
president for cash proceeds of $2,500. The offering was made to non-U.S. persons
in offshore transactions pursuant to the exemption from registration provided
by
Regulation S of the Securities Act.
During
the January and February, 2008, we issued 1,275,000 common shares $0.02 per
share for cash proceeds of $25,500. The offering was made to non-U.S. persons
in
offshore transactions pursuant to the exemption from registration provided
by
Regulation S of the Securities Act.
Holders
of our common stock are entitled to one vote for each share on all matters
submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares
of common stock voting for the election of directors can elect all of the
directors. Holders of a majority of shares of common stock issued and
outstanding, represented in person or by proxy, are necessary to constitute
a
quorum at any meeting of our stockholders. A vote by the holders of a
majority of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our Articles
of
Incorporation.
Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In
the event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro-rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
preemptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
Preferred
Stock
Our
Articles of Incorporation does not provide for the issuance of preferred
stock.
Warrants
and Options
As
of
September 25, 2008 there were no stock purchase warrants or options issued
and
outstanding.
EXPERTS
The
Law
Offices of Thomas E. Puzzo, PLLC., has rendered an opinion with respect to
the
validity of the shares of common stock covered by this prospectus
.
Our
financial statements for the period ending May 31, 2008, which are included
in
this prospectus, have been audited by LBB & Associates Ltd., LLP to the
extent and for the period set forth in their report appearing elsewhere herein,
and are included in reliance upon such report given upon the authority of said
firm as experts in auditing and accounting.
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 contingent basis, or had,
or
is to receive, in connection with the offering, a substantial interest exceeding
$50,000, 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 or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
DESCRIPTION
OF BUSINESS
We
are an
exploration stage company formed for the purposes of acquiring, exploring,
and
if warranted and feasible, developing natural resource properties. We have
recently commenced our mineral exploration business and our operations to date
have been limited to raising capital and entering into an option agreement
to
acquire the Albury Heath 1 and 2 prospecting licenses in Western
Australia.
Organization
Within the Last Five Years
On
November 2, 2007, the Company was incorporated under the laws of the State
of
Nevada for the purpose of conducting mineral exploration activities. We were
authorized to issue 75,000,000 shares of common stock, par value $.001 per
share, and initially issued 2,500,000 shares of common stock to our president.
Said issuances were paid at a purchase price of the par value per share and
the
proceeds were $2,500.
During
January and February 2008 we accepted subscriptions for 1,275,000 shares of
our
common stock from 31 investors. The shares of common stock were sold at a
purchase price of $0.02 per share, amounting in the aggregate to $25,500.
During
February 2008 we entered into a mineral property option agreement whereby we
can
acquire a 100% interest in the Albury Heath 1 and 2 prospecting licenses located
in Western Australia. The option agreement require us to make an initial cash
payment of $3,600 (Australian dollar (“A$”) A$4,000 (paid on February 12,
2008)), incur a minimum expenditure commitment of approximately $12,700
(A$14,120) per year from March 14, 2008 to March 13, 2011. In addition, we
must
incur exploration expenditures of approximately $180,000 (A$200,000) through
March 13, 2011. The option agreement has an exercise price of approximately
$225,000 (A$250,000) cash to be paid if exercised by the Company.
During
February 2008 we engaged Mr. Gregory Philip Curnow, a consulting geologist,
to
review the geologic premise and information upon which the prospects was
acquired, and to provide a technical report as to its merit as an exploration
prospect, including recommendations on appropriate next steps. The report on
the
prospects, entitled Evaluation Report on PL 51/2529 and PL51/2530 Albury Heath
Western Australia for Allora Minerals, Inc is dated March 27, 2008 and describes
the mineral prospects (tenures, location and access) and the regional, local
and
property geology and mineralization. It also recommends with associated budgets,
regarding the initial strategy that should be followed in exploring the
prospecting licenses.
Exploratory
Activities
We
have
not commenced any work on the property. Our initial objective will be to conduct
the recommended stage one program as outlined in the recommendations of the
evaluation report and summarized below.
Mineral
exploration activities at the early exploration stage generally consist of
acquiring and evaluating one or more mineral properties, including conducting
geological exploration work on the properties in order to assess their potential
for economically viable mineral deposits. There is presently no known
commercially viable deposit on our prospects and exploratory work is required
to
adequately assess the mineral potential of the property, if any.
Prospect
description, location and access
The
Albury Prospect is made up of two Prospecting Licenses (PL 51/2529 & PL
51/2530) and the details for each license is as follows:
Title
|
|
Holder
|
|
%
Held
|
|
Area
|
|
Expiry
Date
|
PL
51/2529
|
|
George
Francis Lee
|
|
100%
|
|
191
Ha
|
|
12th
March 2011
|
PL
51/2530
|
|
George
Francis Lee
|
|
100%
|
|
161
Ha
|
|
12th
March 2011
|
The
Albury Heath licenses are located 23 km south southeast of Meekatharra and
750
km northeast of Perth in the Australian state of Western Australia (Figure
1).
Meekatharra is located on the Great Northern Highway, the main north south
route
in Western Australia and has a population of approximately 1,000 and services
the local mining and exploration businesses as well as the pastoral industry.
Access to the prospect area is via the Meekatharra-Gabanintha Road, which is
gravel, and local tracks lead through the two prospects. Access to the
prospecting licences is not encumbered by the leases though land access
agreements should be gained from the pastoral leaseholders.
Figure
1: Location
G
eology
and Mineralization
The
licenses are underlain by Archaean Meekatharra Greenstone Belt that has a
synclinal structure tending to the northeast associated with it. The country
rock is comprised of a sequence of mafic/ultramafic volcanics and intrusives
that grade into felsic volcanics and volcaniclastic sediments.
The
broad
sequence is that of two major mafic to felsic cycles with the lower cycle
hosting the majority of gold mineralisation found in the Albury Heath area
as
well as the Meekatharra region generally.
Figure
2: Regional Geology
Locally
the licenses are located next to a regional strike fault that transects the
northerly striking volcanics that cover most of the two licenses. The fault
can
be mapped over a 200 km strike length and is part of the Meekatharra-Mount
Magnet Tectonic belt which includes linear transcurrent faults and steeply
inclined isoclinal folds (Figure 2).
Regional
metamorphism grades between low grade greenschist facies and low amphibolite
facies with the grade rising the closer you get to the granitoid
contact.
Both
licenses cover parts of smaller faults that are associated with the regional
faulting. It has been postulated that these faults truncate the lava flows
in
the area and are the primary control for the mineralisation in the area (Figure
3).
Figure
3: Local Geology
Mineralisation
at the nearby Albury Heath mine is hosted within a quartz vein system that
strike in a north north-easterly direction and dip steeply (70 - 80°) to the
southeast, and mineralisation is associated with pyrite and
arsenopyrite.
The
country rock is cut by sheeted quartz veins and sub-parallel reefs. Quartz
stockworking occurs throughout the old workings and extends along the strike
direction of the quartz vein system and are known to contain gold
mineralisation.
Competitive
Conditions
The
mineral exploration business is an extremely competitive industry. We are
competing with many other exploration companies looking for minerals and
capital. We are a very early stage mineral exploration company and a very
small participant in the mineral exploration business. Being a junior mineral
exploration company, we compete with other companies like ours for financing
and
joint venture partners. Additionally, we compete for resources such as
professional geologists, camp staff, helicopters and mineral exploration
supplies.
Government
Approvals and Recommendations
We
will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the exploration of minerals in Australia
generally, and in the province of Western Australia specifically.
Costs
and Effects of Compliance with Environmental Laws
We
currently have no costs to comply with environmental laws concerning our
exploration program. We will also have to sustain the cost of reclamation and
environmental remediation for all work undertaken which causes sufficient
surface disturbance to necessitate reclamation work. Both reclamation and
environmental remediation refer to putting disturbed ground back as close to
its
original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual
permits. Reclamation is the process of bringing the land back to a natural
state after completion of exploration activities. Environmental
remediation refers to the physical activity of taking steps to remediate, or
remedy, any environmental damage caused, i.e. refilling trenches after sampling
or cleaning up fuel spills. Our initial programs do not require any
reclamation or remediation other than minor clean up and removal of supplies
because of minimal disturbance to the ground. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
we will undertake, beyond completion of the recommended three phases described
above. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess
the
impact of any capital expenditures on our earnings or competitive position
in
the event a potentially economic deposit is discovered.
Employees
We
currently have no employees other than our president. We intend to retain the
services of geologists, prospectors and consultants on a contract basis to
conduct the exploration programs on our mineral prospects and to assist with
regulatory compliance and preparation of financial statements.
OUR
EXECUTIVE OFFICES
Our
executive offices are located at Suite 3, Level 1, 190 Queen Street, Melbourne,
Victoria, Australia, 3000. The space is being provided to us by our President
without charge.
LEGAL
PROCEEDINGS
There
are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s mineral prospects are not the subject of
any pending legal proceedings.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market
Information
Admission
to Quotation on the OTC Bulletin Board
We
intend
to have our common stock be quoted on the OTC Bulletin Board. If our securities
are not quoted on the OTC Bulletin Board, a security holder may find it more
difficult to dispose of, or to obtain accurate quotations as to the market
value
of our securities. The OTC Bulletin Board differs from national and regional
stock exchanges in that it:
(1)
is
not situated in a single location but operates through communication of bids,
offers and confirmations between broker-dealers, and
(2)
securities admitted to quotation are offered by one or more Broker-dealers
rather than the "specialist" common to stock exchanges.
To
qualify for quotation on the OTC Bulletin Board, an equity security must have
one registered broker-dealer, known as the market maker, willing to list bid
or
sale quotations and to sponsor the company listing. We do not yet have an
agreement with a registered broker-dealer, as the market maker, willing to
list
bid or sale quotations and to sponsor the Company listing. If the Company meets
the qualifications for trading securities on the OTC Bulletin Board our
securities will trade on the OTC Bulletin Board until a future time, if at
all,
that we apply and qualify for admission to quotation on the NASDAQ Capital
Market. We may not now and it may never qualify for quotation on the OTC
Bulletin Board or be accepted for listing of our securities on the NASDAQ
Capital Market.
Transfer
Agent
We
have
not retained a transfer agent to serve as transfer agent for shares of our
common stock. Until we engage such a transfer agent, we will be responsible
for
all record-keeping and administrative functions in connection with the shares
of
our common stock.
Holders
As
of
September 25, 2008, the Company had 3,775,000 shares of our common stock issued
and outstanding held by 31 holders of record.
The
selling stockholders are offering hereby up to 1,275,000 shares of common stock
at an exercise price of $0.10 per share.
Dividend
Policy
We
have
not declared or paid dividends on our common stock since our formation, and
we
do not anticipate paying dividends in the foreseeable future. Declaration or
payment of dividends, if any, in the future, will be at the discretion of our
Board of Directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors deemed relevant
by
the Board of Directors. There are no contractual restrictions on our ability
to
declare or pay dividends.
Securities
Authorized Under Equity Compensation Plans
We
have
no equity compensation or stock option plans. We may in the future adopt a
stock option plan as our mineral exploration activities progress.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
Certain
statements contained in this prospectus, including statements regarding the
anticipated development and expansion of our business, our intent, belief or
current expectations, primarily with respect to the future operating performance
of the Company and the products we expect to offer and other statements
contained herein regarding matters that are not historical facts, are
“forward-looking” statements. Future filings with the Securities and Exchange
Commission, future press releases and future oral or written statements made
by
us or with our approval, which are not statements of historical fact, may
contain forward-looking statements, because such statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements.
All
forward-looking statements speak only as of the date on which they are made.
We
undertake no obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they are made.
Plan
of Operation
Our
plan
of operation for the twelve months following the date of this prospectus is
to
complete the first and second of the three phases of the exploration program
on
our prospects. In addition to the $101,650 we anticipate spending for the first
two phases of the exploration program as outlined below, we anticipate spending
an additional $25,000 on general and administration expenses including fees
payable in connection with the filing of our registration statement and
complying with reporting obligations, and general administrative costs. Total
expenditures over the next 12 months are therefore expected to be approximately
$126,650. We will experience a shortage of funds prior to funding and we may
utilize funds from our president, however they have no formal commitment,
arrangement or legal obligation to advance or loan funds to the company.
Phase
1
|
·
|
Collection,
purchase and collation of all relevant geological, geophysical and
mining
data available;
|
|
·
|
Re-interpretation
of available geophysics to determine location of possible mineralized
shears and faults; and
|
|
·
|
Field
mapping and rock chip sampling of the two
licenses.
|
Phase
2
|
·
|
Soil
sampling of any significant areas highlighted in Phase 1;
and
|
|
·
|
Ground
geophysics of targets generated by the re-interpretation of available
geophysical data.
|
Phase
3
|
·
|
Drilling
of any significant targets generated during Phase 2
work.
|
Proposed
Work
|
|
Cost
$
|
|
|
|
|
|
Phase
1
|
|
|
|
|
Data
Collection
|
|
$
|
4,500
|
|
Re-Interpretation
of Geophysical Data
|
|
$
|
9,000
|
|
Field
Mapping
|
|
$
|
2,250
|
|
Sampling
|
|
$
|
1,350
|
|
Travel
& Accommodation
|
|
$
|
1,350
|
|
Report
|
|
$
|
1,350
|
|
Administration
|
|
$
|
3,000
|
|
|
|
|
|
|
|
|
$
|
22,800
|
|
|
|
|
|
|
Phase
2
|
|
|
|
|
Soil
Sampling
|
|
$
|
3,400
|
|
Assaying
|
|
$
|
2,700
|
|
Ground
Geophysics
|
|
$
|
58,500
|
|
Report
|
|
$
|
1,350
|
|
Administration
|
|
$
|
9,900
|
|
|
|
|
|
|
|
|
$
|
75,850
|
|
|
|
|
|
|
Phase
2
|
|
|
|
|
Drilling
|
|
$
|
67,500
|
|
Assaying
|
|
$
|
27,000
|
|
Supervision
|
|
$
|
3,800
|
|
Travel
& Accommodation
|
|
$
|
1,900
|
|
Report
|
|
$
|
1,350
|
|
Administration
|
|
$
|
15,250
|
|
|
|
|
|
|
|
|
$
|
116,800
|
|
|
|
|
|
|
Total
|
|
$
|
215,450
|
|
We
plan
to commence Phase 1 of the exploration program on the prospects in the spring
of
2009. We expect this phase to take 7 days to complete and an additional one
to
two months for the geologist to prepare his report.
The
above
program costs are management’s estimates based upon the recommendations of the
consulting geologist’s report and the actual project costs may exceed our
estimates. To date, we have not commenced exploration.
Following
Phase 1 of the exploration program, if it proves successful in identifying
mineral deposits, we intend to proceed with Phase 2 of our exploration program.
Subject to the results of Phase 1, we anticipate commencing with Phase 2 in
the
fall of 2009. We will require additional funding to commence with Phase 1 work
on the prospects; we have no current plans on how to raise the additional
funding. We cannot provide any assurance that we will be able to raise
sufficient funds to proceed with any work after the first phase of the
exploration program.
Results
of Operations
We
have
had no operating revenues since our inception on November 2, 2007, through
May
31, 2008. Our activities have been financed from the proceeds of share
subscriptions. From our inception on November 2, 2007 to May 31, 2008 we have
raised a total of $28,000 from private offerings of our common stock.
For
the
period from inception on November 2, 2007 to May 31, 2008, we incurred total
expenses of $5,143. We had general and administrative expenses of
$5,143.
Liquidity
and Capital resources
At
May
31, 2008, we had a cash balance of $21,722. We have enough funds on hand to
complete the listing of our shares on the OTCBB. We do not have enough cash
on
hand to commence our exploration program and need to raise funds to commence
our
exploration program.
If
additional funds become required, the additional funding will likely come from
equity financing from the sale of our common stock or sale of part of our
interest in our mineral prospects. If we are successful in completing an equity
financing, existing shareholders will experience dilution of their interest
in
our Company. We do not have any financing arranged and we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund our exploration activities. In the
absence of such financing, our business will likely fail.
There
are
no assurances that we will be able to achieve further sales of our common stock
or any other form of additional financing. If we are unable to achieve the
financing necessary to continue our plan of operations, then we will not be
able
to continue our exploration of the prospects and our business will
fail.
Going
Concern Consideration
We
have
not generated any revenues since inception. As of May 31, 2008, the Company
had
accumulated losses of $5,143. Our independent auditors included an explanatory
paragraph in their report on the accompanying financial statements that raised
substantial doubt about our ability to continue as a going concern. Our
financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent auditors. Our
financial statements do not include any adjustments related to the
recoverability or classification of asset-carrying amounts or the amounts and
classifications of liabilities that may result should the Company be unable
to
continue as a going concern.
Off
Balance Sheet Arrangements.
We
have
no off-balance sheet arrangements including arrangements that would affect
our
liquidity, capital resources, market risk support and credit risk support or
other benefits.
Summary
of Critical Accounting Estimates
Exploration
Stage Company
The
Company complies with Financial Accounting Standards Board Statement No. 7
“Accounting and Reporting by Development Stage Enterprises” in its
characterization of the Company as an exploration stage enterprise.
Mineral
Interests
Mineral
property acquisition costs are capitalized in accordance with EITF 04-2. Mineral
property exploration costs are expensed as incurred. When it has been determined
that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property are capitalized. To date the Company has not established any reserves
on its mineral properties.
Recent
Accounting Pronouncements
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position or cash flow.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The
Directors and Officers currently serving our Company is as follows:
Name
|
|
Age
|
|
Positions and Offices
|
|
|
|
|
|
|
|
Mr.
Agostino Tarulli
(1)
|
|
58
|
|
President,
Chief Executive and Chief Financial Officer and Director
|
|
(1)
c/o
Allora Minerals, Inc., 190 Queen Street, Melbourne, Victoria, Australia
3000.
The
director named above will serve until the next annual meeting of the
stockholders or until his resignation or removal from office. Thereafter,
directors are anticipated to be elected for one-year terms at the annual
stockholders' meeting. Officers will hold their positions at the pleasure of
the
Board of Directors, absent any employment agreement, of which none currently
exists or is contemplated.
Mr.
Agostino Tarulli
Mr.
Agostino Tarulli serves as President, Chief Executive and Chief Financial
Officer, Treasurer and Secretary since the Company’s inception. He is
also our sole director. Mr. Tarulli graduated with a Bachelor of Management
degree from the Western Australian Institute of Technology (now Curtin
University) in 1977 and holds a postgraduate Corporate Management Diploma from
the University of Tasmania. From 1978 to 1994 he was employed by Western
Australian Newspapers and News Limited where he was employed in various
financial reporting roles. From 1995 to current he has been involved in the
mining industry holding several senior roles in administration and finance
of
publicly listed companies on the ASX listed Golden State Resources N.L. and
the
TSX listed Mandorin Goldfields Inc. He is currently the Chief Operating Officer
of the CanAustra Group of companies, a private group, in the resources sector
operating across jurisdictions such as Australia, Argentina, The British Virgin
Islands, Mauritius, St Lucia, Bermuda, Hong Kong, South Africa and
Canada.
Significant
Employees and Consultants
Other
than our president, we currently have no other significant employees.
Conflicts
of Interest
Since
we
do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees
are
performed by our directors. The Board of Directors has not established an audit
committee and does not have an audit committee financial expert, nor has the
Board established a nominating committee. The Board is of the opinion that
such
committees are not necessary since the Company is an early exploration stage
company and has only one director, and to date,
such
director has been performing the functions of such committees. Thus, there
is a
potential conflict of interest in that our directors and officers have the
authority to determine issues concerning management compensation, nominations,
and audit issues that may affect management decisions.
There
are
no family relationships among our directors or officers. Other than as described
above, we are not aware of any other conflicts of interest with any of our
executive officers or directors.
Involvement
in Certain Legal Proceedings
There
are
no legal proceedings that have occurred since our incorporation concerning
our
directors, or control persons which involved a criminal conviction, a criminal
proceeding, an administrative or civil proceeding limiting one's participation
in the securities or banking industries, or a finding of securities or
commodities law violations.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
table
below summarizes all compensation awarded to, earned by, or paid to our Officers
for all services rendered in all capacities to us for the fiscal periods
indicated.
Name and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agostino
|
|
|
2008
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
Tarulli
(1)
|
|
|
2007
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
(1)
President
and Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer
and
Director.
Our
director has not received monetary compensation since our inception to the
date
of this prospectus. We currently do not pay any compensation to our directors
serving on our board of directors.
Stock
Option Grants
We
have
not granted any stock options to the executive officers since our inception.
Upon the further development of our business, we will likely grant options
to
directors and officers consistent with industry standards for junior mineral
exploration companies.
Employment
Agreements
We
are
not presently a party to any employment or consulting agreement. This is
consistent with the practice of many early stage junior mining companies as
cash
resources must be conserved for exploration related activities and mineral
property costs. We will review the requirement for employment agreements
upon our operations increasing in significance.
Director
Compensation
The
following table sets forth director compensation as of September 25,
2008:
Name
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agostino
Tarulli
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table lists, as of September 25, 2008, the number of shares of common
stock of our Company that are beneficially owned by (i) each person or entity
known to our Company to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each officer and director of our Company; and
(iii) all officers and directors as a group. Information relating to beneficial
ownership of common stock by our principal shareholders and management is based
upon information furnished by each person using “beneficial ownership” concepts
under the rules of the Securities and Exchange Commission. Under these rules,
a
person is deemed to be a beneficial owner of a security if that person has
or
shares voting power, which includes the power to vote or direct the voting
of
the security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than
one person may be deemed to be a beneficial owner of the same securities, and
a
person may be deemed to be a beneficial owner of securities as to which he
or
she may not have any pecuniary beneficial interest. Except as noted below,
each
person has sole voting and investment power.
The
percentages below are calculated based on 3,775,000 shares of our common stock
issued and outstanding as of September 25, 2008. We do not have any outstanding
warrant, options or other securities exercisable for or convertible into shares
of our common stock.
Title
of Class
|
|
Name
and Address of
Beneficial
Owner
|
|
Amount
and Nature of
Beneficial
Ownership
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Agostino
Tarulli
c/o
Allora Minerals, Inc., 190 Queen Street, Melbourne, Victoria, Australia
3000
|
|
2,500,000
shares of common stock (direct)
|
|
66.23
|
%
|
All
executive officers and directors as a group
|
|
|
|
2,500,000
share of common stock
|
|
66.23
|
%
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
None
of
the following parties has, since our inception on November 2, 2007, had any
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will affect us:
·
|
A
ny
of our directors or officers;
|
·
|
A
ny
person proposed as a nominee for election as a
director;
|
·
|
Any
person who beneficially owns, directly or indirectly, shares carrying
more
than 10% of the voting rights attached to our outstanding shares
of common
stock;
|
·
|
Any
relative or spouse of any of the foregoing persons who has the same
house
as such person.
|
There
have been no assets acquired or are any assets to be acquired from or expenses
incurred by any of the above mentioned parties.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our Bylaws
provide to the fullest extent permitted by law that our directors or officers,
former directors and officers, and persons who act at our request as a director
or officer of a body corporate of which we are a shareholder or creditor shall
be indemnified by us. We believe that the indemnification
provisions in our Bylaws are necessary to attract and retain qualified persons
as directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers or persons controlling the Company pursuant
to provisions of the State of Nevada, the Company has been informed that, in
the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
WHERE
YOU CAN FIND MORE INFORMATION
Upon
the
effectiveness of the registration statement to which this prospectus forms
a
part of, we will commence filing annual, quarterly, and current reports, proxy
statements and other information with the Securities and Exchange Commission
("SEC"). You may read and copy any reports, statements or other information
on
file at the SEC's Public Reference Room at 100 F Street, NE, Room 1580,
Washington D.C. 20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains
an
Internet site that contains the reports, proxy statements and other information
on which we file electronically with the SEC. The SEC's website is located
at
http://www.sec.gov.
We
have
filed with the SEC a registration statement under the Securities Act with
respect to the securities offered by this prospectus. This prospectus, which
constitutes a part of the registration statement, omits certain of the
information set forth in the registration statement in accordance with the
rules
and regulations of the SEC. For further information with respect to us and
the securities offered by this prospectus, reference is made to the registration
statement and the exhibits filed as a part thereof. Statements contained in
this
prospectus as to the content of any contract or other documents referred to
are
not necessarily complete, and in each instance, reference is made to the copy
of
such contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by this
reference. The registration statement and exhibits can be inspected and
copied at the public reference section at the SEC's Public Reference Room in
Washington D.C. noted above. The registration statement and exhibits can
also be reviewed on the SEC's Internet site at http://www.sec.gov.
You
can
request copies of these documents upon payment of a duplicating fee by writing
to the SEC. You may call the SEC at 1-800-SEC-0330 for further information
on
the operation of its public reference rooms.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
LBB
&
Associates Ltd., LLP is our registered independent auditor. There have not
been
any changes in or disagreements with accountants on accounting and financial
disclosure or any other matter.
ALLORA
MINERALS, INC.
INDEX
TO FINANCIAL STATEMENTS
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
|
Financial
Statements
|
|
|
|
Balance
Sheet – May 31, 2008
|
F-3
|
|
|
Statement
of Operations – May 31, 2008
|
F-4
|
|
|
Statement
of Stockholders’ Equity – November 2, 2007 through May 31,
2008
|
F-5
|
|
|
Statement
of Cash Flows – November 2, 2007 through May 31, 2008
|
F-6
|
|
|
Notes
to Financial Statements
|
F-7
|
Report
of Independent Registered Public Accounting Firm
To
the
Board of Directors of
Allora
Minerals, Inc.
(An
Exploration Stage Company)
We
have
audited the accompanying balance sheet of Allora Minerals, Inc. (the “Company”)
as of May 31, 2008, and the related statements of operations, stockholders'
equity, and cash flows for the period from November 2, 2007 (Inception) to
May
31, 2008. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its 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 Allora Minerals, Inc. as of May
31,
2008, and the results of its operations and its cash flows for the period from
November 2, 2007 (Inception) to May 31, 2008 in conformity with accounting
principles generally accepted in the United States of America.
As
discussed in Note 1 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2009 raise
substantial doubt about its ability to continue as a going concern. The 2008
financial statements do not include any adjustments that might result from
the
outcome of this uncertainty.
LBB
&
Associates Ltd., LLP
Houston,
Texas
August
12, 2008
ALLORA
MINERALS INC.
(An
Exploration Stage Company)
BALANCE
SHEET
(Expressed
in U.S. dollars)
|
|
May
31,
2008
-
$ -
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
Cash
|
|
|
21,722
|
|
|
|
|
|
|
Mineral
property
|
|
|
3,600
|
|
Total
assets
|
|
|
25,322
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Due
to a related party
|
|
|
2,465
|
|
Total
liabilities
|
|
|
2,465
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
Common
stock
|
|
|
|
|
Authorized:
|
|
|
|
|
75,000,000
common shares with a par value of $0.001
|
|
|
|
|
Issued
and outstanding:
|
|
|
|
|
3,775,000
common shares
|
|
|
3,775
|
|
Additional
paid in capital
|
|
|
24,225
|
|
Deficit
accumulated during the exploration stage
|
|
|
(5,143
|
)
|
Total
stockholders’ equity
|
|
|
22,857
|
|
Total
liabilities and stockholder’s equity
|
|
|
25,322
|
|
ALLORA
MINERALS INC.
(An
Exploration Stage Company)
STATEMENT
OF OPERATIONS
(Expressed
in U.S. dollars)
|
|
|
November
2,
2007
(Inception)
to
May 31,
2008
-
$
-
|
|
|
|
|
|
General
and administrative
|
|
|
5,143
|
|
Net
loss
|
|
|
5,143
|
|
Basic
and diluted net loss per share
|
|
|
(0.00
|
)
|
Weighted
average number of shares outstanding
|
|
|
2,528,436
|
|
ALLORA
MINERALS INC.
(An
Exploration Stage Company)
STATEMENT
OF STOCKHOLDERS’ EQUITY
FOR
THE PERIOD NOVEMBER 2, 2007 (DATE OF INCEPTION) TO MAY 31,
2008
(Expressed
in U.S. dollars)
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Deficit
Accumulated
During
Exploration
Stage
|
|
Total
|
|
|
|
Number
|
|
-
$
-
|
|
-
$
-
|
|
-
$
-
|
|
-
$
-
|
|
Balance,
November 2, 2007 (Date of Inception)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Common
shares issued for cash
|
|
|
3,775,000
|
|
|
3,775
|
|
|
24,225
|
|
|
|
|
|
28,000
|
|
Net
loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(5,143
|
)
|
|
(5,143
|
)
|
Balance,
May 31, 2008
|
|
|
3,775,000
|
|
|
3,775
|
|
|
24,225
|
|
|
(5,143
|
)
|
|
22,857
|
|
ALLORA
MINERALS INC.
(An
Exploration Stage Company)
STATEMENT
OF CASH FLOWS
(Expressed
in U.S. dollars)
|
|
November
2,
2007
(Inception)
to
May 31,
2008
-
$
-
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
Net
loss
|
|
|
(5,143
|
)
|
Add
back non-cash operating activities
|
|
|
-
|
|
Change
in working capital accounts
|
|
|
-
|
|
Net
cash used in operating activities
|
|
|
(5,143
|
)
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
Mineral
property acquisition
|
|
|
(3,600
|
)
|
Net
cash used in investing activities
|
|
|
(3,600
|
)
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
Advances
from related party
|
|
|
2,465
|
|
Proceeds
from sale of stock
|
|
|
28,000
|
|
Net
cash provided by financing activities
|
|
|
30,465
|
|
|
|
|
|
|
INCREASE
IN CASH
|
|
|
21,722
|
|
|
|
|
|
|
CASH,
BEGINNING
|
|
|
-
|
|
CASH,
ENDING
|
|
|
21,722
|
|
|
|
|
|
|
Supplemental
cash flow information:
|
|
|
|
|
Interest
paid
|
|
$
|
-
|
|
Income
taxes paid
|
|
$
|
-
|
|
The
Company was incorporated in the State of Nevada on November 2, 2007 and is
in
the development stage as defined by Statement of Financial Accounting Standard
(“SFAS”) No. 7, “Accounting and Reporting by Development Stage
Enterprises”.
During
the period ended May 31, 2008 the Company commenced operations by acquiring
a
mineral property located in Western Australia. The Company has not yet
determined whether this property contains reserves that are economically
recoverable. The recoverability of costs incurred for acquisition and
exploration of the property will be dependent upon the discovery of economically
recoverable reserves, confirmation of the Company’s interest in the underlying
property, the ability of the Company to obtain necessary financing to satisfy
the expenditure requirements under the property agreement and to complete the
development of the property and upon future profitable production or proceeds
for the sale thereof.
These
financial statements have been prepared on a going concern basis which assumes
the Company will be able to realize its assets and discharge its liabilities
in
the normal course of business for the foreseeable future. The Company
anticipates future losses in the development of its business raising doubt
about
the Company’s ability to continue as a going concern. The ability to continue as
a going concern is dependent upon the Company generating profitable operations
in the future and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they
come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand, loans from directors and/or issuance of common
shares.
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
Basis
of Presentation
The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and
are
presented in US dollars. The Company’s year end is May 31.
Exploration
Stage Company
The
Company complies with Financial Accounting Standards Board Statement No. 7
“Accounting and Reporting by Development Stage Enterprises” in its
characterization of the Company as an exploration stage enterprise.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less at the time of issuance to be cash
equivalents.
Mineral
Interests
Mineral
property acquisition costs are capitalized in accordance with EITF 04-2. Mineral
property exploration costs are expensed as incurred. When it has been determined
that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property are capitalized. To date the Company has not established any reserves
on its mineral properties.
Impairment
of Long-lived Assets
The
Company records the impairment of long-lived assets whenever events or changes
in circumstances indicate that the carrying value of an asset may not be
recoverable. Recoverability of assets to be held and used over the long term
are
measured by a comparison of the carrying value of the asset to future
undiscounted net cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the amount of the impairment is measured
by the amount by which the carrying amount of the asset exceeds its fair
value.
Revenue
Recognition
The
Company recognizes reproduction and distribution revenue in accordance with
Securities and Exchange Commission Staff Accounting Bulletin No. 101 (“SAB
101”), “Revenue Recognition in Financial Statements.” Revenue is recognized only
when the price is fixed or determinable, persuasive evidence of an arrangement
exists, the service is performed, and collectibility is reasonably assured.
As
at May 31, 2008 the Company has not generated any revenues.
Use
of
Estimates and Assumptions
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 period. Actual results
could differ from those estimates.
Foreign
Currency Translation
The
financial statements are presented in United States dollars. In accordance
with
Statement of Financial Accounting Standards No. 52, “Foreign Currency
Translation”, foreign denominated monetary assets and liabilities are translated
into their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Gains or losses resulting from
foreign currency transactions are included in results of
operations.
Fair
Value of Financial Instrument
The
carrying value of cash approximates its fair value because of the short maturity
of this instrument. Unless otherwise noted, it is management’s opinion the
Company is not exposed to significant interest, currency or credit risks arising
from this financial instrument.
Comprehensive
Loss
SFAS
No.
130, “Reporting Comprehensive Income,” establishes standards for the reporting
and display of comprehensive loss and its components in the financial
statements. As at May 31, 2008, the Company has no items that represent a
comprehensive loss and, therefore, has not included a schedule of comprehensive
loss in the financial statements.
Income
Taxes
The
Company follows the liability method of accounting for income taxes. Under
this
method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
At
May
31, 2008, a full deferred tax asset valuation allowance has been provided and
no
deferred tax asset benefit has been recorded.
Basic
and Diluted Net Income (Loss) per Share
The
Company computes net income (loss) per share in accordance with SFAS No. 128,
"Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic
and diluted earnings per share (EPS) on the face of the income statement. Basic
EPS is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of common shares outstanding
(denominator) during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period including stock options,
using the treasury stock method, and convertible preferred stock, using the
if-converted method. In computing diluted EPS, the average stock price for
the
period is used in determining the number of shares assumed to be purchased
from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential common shares if their effect is anti-dilutive.
Recent
Accounting Pronouncements
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position or cash flow.
|
a)
|
During
December 2007, the Company issued 2,500,000 common shares of the
Company
at $0.001 per share to the Company’s president for cash proceeds of
$2,500.
|
|
b)
|
During
the January and February, 2008, the Company issued 1,275,000 common
shares
of the Company at $0.02 per share for cash proceeds of
$25,500.
|
4.
|
RELATED
PARTY TRANSACTIONS
|
|
a)
|
During
December 2007, the Company issued 2,500,000 common shares of the
Company
at $0.001 per share to the Company’s president for cash proceeds of
$2,500.
|
|
b)
|
As
at May 31, 2008 an amount of $2,465 is owing to a director of the
Company.
The amount is unsecured, non-interest bearing and has no specified
terms
of repayment.
|
|
c)
|
The
Company’s President provides office space and services at no cost to the
Company.
|
Deferred
income taxes reflect the net effect of:
|
(a)
|
temporary
difference between carrying amounts of assets and liabilities for
financial purposes and the amounts used for income taxes reporting
purposes, and
|
|
(b)
|
net
operating loss carryforwards.
|
No
net
provision for refundable U.S. Federal income tax has been made in the
accompanying statement of operations because no recoverable taxes were paid
previously. Similarly, no deferred tax asset attributable to the net operating
loss carryforward has been recognized, as it is not deemed more likely than
not
to be realized.
The
effective tax rate of the Company is reconciled to statutory tax rates as
follows:
|
|
May
31,
2008
|
|
U.S
federal statutory tax rate
|
|
|
34
|
%
|
U.S.
valuation allowance
|
|
|
(34
|
)%
|
Effective
tax rate
|
|
|
-
|
|
Deferred
tax assets consist of the following:
|
|
May
31,
2008
|
|
Net
Operating Loss Carryforward
|
|
$
|
1,700
|
|
Valuation
Allowance
|
|
|
(1,700
|
)
|
Deferred
tax asset
|
|
$
|
-
|
|
The
valuation allowance increased by approximately $1,700 during the year ended
May
31, 2008. The Company has non-capital losses carried forward of approximately
$5,100 which expire beginning in 2028. They may be utilized to offset future
taxable income. Future tax benefits, which may arise as a result of these losses
and resource expenditures, have not been recognized in these financial
statements.
6.
|
MINERAL
PROPERTY ACQUISITION
|
On
February 12, 2008, the Company acquired the Albury Heath Prospecting Licenses
in
the Murchison Mineral field in Western Australia for $3,600. The option
agreement includes a minimum expenditure commitment of approximately $12,700
per
year from March 14, 2008 through March 13, 2011. In addition, the Company must
incur exploration expenditures of approximately $180,000 through March 13,
2011.
The option agreement has an exercise price of approximately $225,000 cash to
be
paid if exercised by the Company.
[Back
Page of Prospectus]
PROSPECTUS
ALLORA
MINERALS, INC.
1,275,000
Shares of
Common
Stock
To
be sold by current shareholders
We
have
not authorized any dealer, salesperson or other person to give you written
information other than this prospectus or to make representations as to matters
not stated in this prospectus. You must not rely on unauthorized information.
This prospectus is not an offer to sell these securities or a solicitation
of
your offer to buy the securities in any jurisdiction where that would not be
permitted or legal. Neither the delivery of this prospectus nor any sales made
hereunder after the date of this prospectus shall create an implication that
the
information contained herein nor the affairs of the Issuer have not changed
since the date hereof.
Dealer
Prospectus Delivery Obligation
Until
___________, 2008 (90 days after the date of this prospectus), all dealers
that
effect transactions in these shares of common stock may be required to deliver
a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as an underwriter and with respect to their unsold
allotments or subscriptions.
THE
DATE
OF THIS PROSPECTUS IS SEPTEMBER 25, 2008
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities being registered hereby. All such
expenses will be borne by the Company; none shall be borne by any selling
security holders.
Item
|
|
Amount
(US$)
|
|
SEC
Registration Fee
|
|
|
4.81
|
|
EDGAR
Filing Expenses
|
|
|
1,000.00
|
|
Transfer
Agent Fees
|
|
|
1,000.00
|
|
Legal
Fees
|
|
|
10,000.00
|
|
Accounting
Fees
|
|
|
5,000.00
|
|
Printing
Costs
|
|
|
500.00
|
|
Miscellaneous
|
|
|
1,000.00
|
|
Total
|
|
$
|
18,504.81
|
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Our
officers and directors are indemnified as provided by the Nevada Revised
Statutes and our Bylaws.
Under
the
Nevada Revised Statutes, director immunity from liability to a company or its
shareholders for monetary liabilities applies automatically unless it is
specifically limited by a company's Certificate of Incorporation. Our
Certificate of Incorporation does not specifically limit our directors'
immunity. Excepted from that immunity are: (a) a willful failure to deal fairly
with the company or its stockholders in connection with a matter in which the
director has a material conflict of interest; (b) a violation of criminal law,
unless the director had reasonable cause to believe that his or her conduct
was
lawful or no reasonable cause to believe that his or her conduct was unlawful;
(c) a transaction from which the director derived an improper personal profit;
and (d) willful misconduct.
Our
Bylaws provide that we will indemnify our directors and officers to the fullest
extent permitted by Nevada law; provided, however, that we may modify the extent
of such indemnification by individual contracts with our directors and officers;
and, provided, further, that we shall not be required to indemnify any director
or officer in connection with any proceeding, or part thereof, initiated by
such
person unless such indemnification: (a) is expressly required to be made by
law,
(b) the proceeding was authorized by our board of directors, (c) is provided
by
us, in our sole discretion, pursuant to the powers vested in us under Nevada
law
or (d) is required to be made pursuant to the bylaws.
Our
Bylaws also provide that we may indemnify a director or former director of
subsidiary corporation and we may indemnify our officers, employees or agents,
or the officers, employees or agents of a subsidiary corporation and the heirs
and personal representatives of any such person, against all expenses incurred
by the person relating to a judgment, criminal charge, administrative action
or
other proceeding to which he or she is a party by reason of being or having
been
one of our directors, officers or employees.
Our
directors cause us to purchase and maintain insurance for the benefit of a
person who is or was serving as our director, officer, employee or agent, or
as
a director, officer, employee or agent or our subsidiaries, and his or her
heirs
or personal representatives against a liability incurred by him as a director,
officer, employee or agent.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and control persons pursuant to the
foregoing provisions or otherwise, we have been advised that, in the opinion
of
the Securities and Exchange Commission, such indemnification is against public
policy, and is, therefore, unenforceable.
RECENT
SALES OF UNREGISTERED SECURITIES
Since
our
inception on November 2, 2007 we have issued and sold the following securities
without registration:
During
December 2007, we accepted subscriptions for 2,500,000 shares of our common
stock from Nino Tarulli, our sole officer and director. The shares of common
stock were sold at a purchase price of $0.001 per share, amounting in the
aggregate to $2,500. The offer and sale was made pursuant to the exemption
from
registration afforded by Rule 903(b)(3) of Regulation S, promulgated pursuant
to
the Securities Act of 1933, as amended (the “Securities Act”), on the basis that
the securities were offered and sold outside of the US, to only a non-US person,
and with no directed selling efforts in the US.
During
the January and February 2008, we accepted subscriptions for 1,275,000 shares
of
our common stock from 31 investors. The shares of common stock were sold at
a
purchase price of $0.02 per share, amounting in the aggregate to $25,500. The
offer and sale was made pursuant to the exemption from registration afforded
by
Rule 903(b)(3) of Regulation S, promulgated pursuant to the Securities Act,
on
the basis that the securities were offered and sold outside of the US, only
to
non-US persons, and with no directed selling efforts in the US.
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
The
following exhibits are filed as part of this registration
statement:
Exhibit
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Description
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3.1
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Articles
of Incorporation of Registrant
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3.2
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Bylaws
of the Registrant
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5.1
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Opinion
of the Law Offices of Thomas E. Puzzo, PLLC regarding the legality
of the
securities being registered
|
10.1
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Mineral
Property Option Agreement dated February 12, 2008, by and between
the
Registrant and George Francis Lee
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23.1
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Consent
of the Law Offices of Thomas E. Puzzo, PLLC (included in Exhibit
5.1)
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23.2
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Consent
of LBB & Associates Ltd., LLP
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23.3
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Consent
of Gregory Philip Curnow, Consulting Geologist
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99.1
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Report
of Gregory Philip Curnow, Consulting Geologist, dated March 27,
2008 16,
2007
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UNDERTAKINGS
The
undersigned Registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the “Securities Act”);
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in the registration
statement Notwithstanding the foregoing, any increase or decrease in volume
of
securities offered (if the total dollar value of the 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) under the
Securities Act if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in
the "Calculation of Registration Fee" table in the effective registration
statement; and
(iii)
Include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2)
For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide
offering.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
For
determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned undertakes that in a primary offering of securities of the
undersigned small business issuer pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means
of
any of the following communications, the undersigned small business issuer
will
be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned small business issuer or its
securities provided by or on behalf of the undersigned small business issuer;
and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that
in
the opinion of the Securities and Exchange Commission such indemnification
is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
In
the
event that a claim for indemnification against such liabilities (other than
the
payment by the Company of expenses incurred or paid by a director, officer
or
controlling person of the Company in the successful defense of any action,
suit
or proceeding) is asserted by such director, officer or controlling person
in
connection with the securities being registered, the Company 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 whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Melbourne, Victoria, Australia, on the 26th day of September, 2008.
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ALLORA
MINERALS, INC.
(Registrant)
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By:
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/s/ Agostino
Tarulli
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Name:
Agostino Tarulli
Title:
President and Chief Executive and Financial Officer
(Principal
Executive, Financial and Accounting Officer)
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POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Agostino Tarulli, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-1 of Allora Minerals, Inc., and to file the same, with
all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, grant 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 and about the foregoing, 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 his substitutes, may
lawfully do or cause to be done by virtue hereof.
In
accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and
on the dates stated.
Signature
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Title
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Date
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/s/
Agostino Tarulli
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President,
Chief Executive and
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September
26, 2008
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Agostino
Tarulli
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Financial
Officer and Director
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(Principal
Executive, Financial
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and
Accounting Officer)
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EXHIBIT
3.2
BYLAWS
OF
ALLORA
MINERALS, INC.
(a
Nevada corporation)
ARTICLE
I
Meetings
of Stockholders and Other Stockholder Matters
SECTION 1.
Annual
Meeting
.
An
annual meeting of the stockholders of Allora Minerals, Inc. (hereinafter, the
“Corporation”) shall be held for the election of directors and for the
transaction of such other proper business at such time, date and place, either
within or without the State of Nevada, as shall be designated by resolution
of
the Board of Directors from time to time.
SECTION 2.
Special
Meetings
.
Special
meetings of stockholders for any purpose or purposes may be called by the Board
of Directors, or by a committee of the Board of Directors that has been
designated by the Board of Directors and whose powers and authority, as
expressly provided in a resolution of the Board of Directors, include the power
to call such meetings, and shall be held at such time, date and place, either
within or without the state of Nevada, as shall be designated by resolution
of
the Board of Directors or such committee. Special meetings of stockholders
may
not be called by any other person or persons.
SECTION 3.
Notice
of Meetings
.
Written
notice of each meeting of the stockholders, which shall state the time, date
and
place of the meeting and in the case of a special meeting, the purpose or
purposes for which it is called, shall, unless otherwise provided by applicable
law, the Articles of Incorporation or these bylaws, be given not less than
ten
(10) nor more than sixty (60) days before the date of such meeting to each
stockholder entitled to vote at such meeting, and, if mailed, it shall be
deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder’s address as it appears on the records of the
Corporation. Whenever notice is required to be given, a written waiver thereof
signed by the person entitled thereto, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.
SECTION 5.
Quorum
.
Except
as otherwise provided by Nevada law, the Articles of Incorporation or these
bylaws, at any meeting of the stockholders the holders of a majority of the
shares of stock, issued and outstanding and entitled to vote, shall be present
in person or represented by proxy in order to constitute a quorum for the
transaction of any business. In the absence of a quorum, the holders of a
majority of the shares present in person or represented by proxy and entitled
to
vote may adjourn the meeting from time to time in the manner described in
Section 4 of this Article I.
SECTION 6.
Organization
.
At each
meeting of the stockholders, the Chairman of the Board, or in his absence or
inability to act, the President or, in his absence or inability to act, a Vice
President or, in the absence or inability to act of such persons, any person
designated by the Board of Directors, or in the absence of such designation,
any
person chosen by a majority of those stockholders present in person or
represented by proxy, shall act as chairman of the meeting. The Secretary or,
in
his absence or inability to act, any person appointed by the chairman of the
meeting shall act as secretary of the meeting and keep the minutes thereof.
SECTION 7.
Notice
of Business
.
At any
annual meeting of the stockholders of the Corporation, only such business shall
be conducted as shall have been brought before the meeting. To be properly
brought before an annual meeting, such business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction
of
the Board of Directors; (ii) otherwise properly brought before the meeting
by or
at the direction of the Board of Directors; or (iii) otherwise properly brought
before the meeting by any stockholder of the Corporation who is a stockholder
of
record at the time of giving of the notice provided for in this Section 7,
who
shall be entitled to vote at such meeting and who complies with the notice
procedures set forth in this Section 7. For business to be properly brought
before an annual meeting of the stockholders by a stockholder, the stockholder
shall have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder’s notice shall be delivered to or
mailed and received by the Secretary at the principal executive office of the
Corporation not less than 60 days nor more than 90 days prior to the annual
meeting;
provided
,
however
,
that in
the event that less than 70 days’ notice or prior public disclosure of the date
of the annual meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date
of
the meeting was mailed or such public disclosure was made, whichever first
occurs. Such stockholder’s notice to the Secretary of the Corporation shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before
the
annual meeting, the reasons for conducting such business at the annual meeting
and, in the event that such business includes a proposal to amend any document,
including these bylaws, the language of the proposed amendment, (b) the name
and
address, as they appear on the Corporation’s books, of the stockholder proposing
such business, (c) the class and number of shares of capital stock of the
Corporation which are beneficially owned by such stockholder and (d) any
material interest of such stockholder in such business. Notwithstanding anything
in these bylaws to the contrary, no business shall be
conducted
at any annual meeting of the stockholders except in accordance with the
procedures set forth in this Section 7. The chairman of the annual meeting
of
the stockholders shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 7, and if he should so determine, he shall
so declare to the meeting and any such business not properly brought before
the
meeting shall not be transacted. Notwithstanding the foregoing provisions of
this Section 7, a stockholder shall also comply with all applicable requirements
of the Securities and Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder with respect to matters set forth in this
Section 7.
SECTION 8.
Order
of Business; Conduct of Meetings
.
The
order of business at all meetings of the stockholders shall be as determined
by
the chairman of the meeting.
SECTION 9.
Voting;
Proxies
.
Unless
otherwise provided by Nevada law or in the Articles of Incorporation, each
stockholder entitled to vote at any meeting of stockholders shall be entitled
to
one vote for each share of capital stock which has voting power upon the matter
in question held by such stockholder either (i) on the date fixed pursuant
to
the provisions of Section 10 of Article I of these bylaws as the record date
for
the determination of the stockholders to be entitled to notice of or to vote
at
such meeting; or (ii) if no record date is fixed, then at the close of business
on the day next preceding the day on which notice is given. Each stockholder
entitled to vote at any meeting of the stockholders may authorize another person
or persons to act for him by proxy. Any such proxy shall be delivered to the
secretary of such meeting at or prior to the time designated in the order of
business for so delivering such proxies. At all meetings of the stockholders
for
the election of directors, a plurality of the votes cast shall be sufficient
to
elect. On all other matters, except as otherwise required by Nevada law or
the
Articles of Incorporation, a majority of the votes cast at a meeting of the
stockholders shall be necessary to authorize any corporate action to be taken
by
vote of the stockholders. Unless required by Nevada law, or determined by the
chairman of the meeting to be advisable, the vote on any question other than
the
election of directors need not be by written ballot. On a vote by written
ballot, each written ballot shall be signed by the stockholder voting, or by
his
proxy if there be such proxy, and shall state the number of shares voted.
SECTION 10.
Fixing
of Record Date for Stockholder Meetings
.
In
order that the Corporation may determine the stockholders entitled to notice
of
or to vote at any meeting of stockholders or any adjournment thereof, the Board
of Directors may fix a record date, which record date shall not precede the
date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than 60 nor less than 10
days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice
of or
to vote at a meeting of stockholders shall be the close of business on the
day
next preceding the day on which notice is given, or if notice is waived, at
the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to
vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided
,
however
,
that
the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 12.
List
of Stockholders Entitled to Vote
.
The
officer of the Corporation who has charge of the stock ledger of the Corporation
shall prepare and make, at least 10 days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder of the
Corporation who is present.
SECTION 13.
Inspectors
.
The
Board of Directors may, in advance of any meeting of stockholders, appoint
one
or more inspectors to act at such meeting or any adjournment thereof. If the
inspectors shall not be so appointed or if any of them shall fail to appear
or
act, the chairman of the meeting shall appoint inspectors. Each inspector,
before entering upon the discharge of his or her duties, shall take and sign
an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his or her ability. The inspectors
shall determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum,
the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with
the
right to vote, count and tabulate all votes, ballots or consents, determine
the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting or
any
stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and shall
execute a certificate of any fact found by them. No director or candidate for
the office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.
SECTION 14.
Stock
Ledger
.
The
stock ledger of the Corporation shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by Section
12 of this Article I, the books of the Corporation, or to vote in person or
by
proxy at any meeting of the stockholders.
ARTICLE
II
Board
of Directors
SECTION 1.
General
Powers
.
The
business and affairs of the Corporation shall be managed by or under the
direction of a Board of Directors. The Board of Directors may exercise all
such
authority and powers of the Corporation and do all such lawful acts and things
as are not, by Nevada law or the Articles of Incorporation, directed or required
to be exercised or done by the stockholders.
SECTION 2.
Number,
Qualification
.
Except
as otherwise fixed by or pursuant to provisions of the Articles of Incorporation
relating to the rights of the holders of any class or series of stock having
a
preference over common stock as to dividends or upon liquidation to elect
additional directors under specified circumstances, the number of directors
of
the Corporation shall be fixed from time to time by affirmative vote of a
majority of the directors then in office.
SECTION 3.
Elections
And Terms
.
The
Board of Directors, other than those who may be elected by the holders of any
classes or series of stock having a preference over the common stock as to
dividends or upon liquidation, shall be elected for a term ending at the next
following Annual Meeting of Stockholders and until their successors have been
duly elected and qualified.
SECTION 4.
Newly
Created Directorships And Vacancies
.
Except
as otherwise fixed by or pursuant to provisions of the Articles of Incorporation
relating to the rights of the holders of any class or series of stock having
a
preference over common stock as to dividends or upon liquidation to elect
additional directors under specified circumstances, newly created directorships
resulting from any increase in the number of directors and any vacancies on
the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors. Except as otherwise provided under Nevada law, newly created
directorships and vacancies resulting from any cause may not be filled by any
other person or persons. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term and until such
director’s successor shall have been duly elected and qualified. No decrease in
the number of directors constituting the Board of Directors shall shorten the
term of any director then in office.
SECTION 5.
Removal
and Resignation
.
Except
as otherwise fixed by or pursuant to provisions of the Articles of Incorporation
relating to the rights of the holders of any class or series of stock having
a
preference over common stock as to dividends or upon liquidation to elect
additional directors under specified circumstances, any director may be removed
from office only for cause and only by the affirmative vote of the holders
of
two-thirds of the outstanding shares of stock entitled to vote generally in
the
election of directors. Any director may resign at any time upon written notice
to the Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
SECTION 6.
Nomination
of Directors
.
Only
persons who are nominated in accordance with the following procedures shall
be
eligible for election by the stockholders as directors of the Corporation.
Nominations of persons for election as directors of the Corporation may be
made
at an annual meeting of stockholders (i) by or at the direction of the Board
of
Directors; (ii) by any nominating committee or persons appointed by the Board
of
Directors; or (iii) by any stockholder of the Corporation entitled to vote
for
the election of directors at the meeting who complies with the notice procedures
set forth in this Section 6. Such nominations, other than those made by or
at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be timely, a stockholder’s
notice shall be delivered to or mailed and received at the principal executive
office of the Corporation not less than 60 days nor more than 90 days prior
to
the annual meeting;
provided
,
however
,
that in
the event that less than 70 days’ notice or prior public disclosure of the date
of the annual meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date
of
the meeting was mailed or such public disclosure was made, whichever first
occurs. Such stockholder’s notice to the Secretary of the Corporation shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director, (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment
of
the person, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the person and (iv) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation
14A
under the Securities Exchange Act of 1934, as now or hereafter amended; and
(b)
as to the stockholder giving the notice, (i) the name and record address of
such
stockholder and (ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by such stockholder. The Corporation
may require any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such
proposed nominee to serve as a director of the Corporation. No person shall
be
eligible for election by the stockholders as a director of the Corporation
unless nominated in accordance with the procedures set forth herein. The
chairman of the annual meeting of the stockholders shall, if the facts warrant,
determine and declare to the meeting that nomination was not made in accordance
with the foregoing procedure, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded.
SECTION 7.
Regular
Meetings
.
Regular
meetings of the Board of Directors may be held at such places within or without
the State of Nevada and at such times as the Board of Directors may from time
to
time determine. Notice of regular meetings of the Board of Directors need not
be
given except as otherwise required by Nevada law or these bylaws.
SECTION 8.
Special
Meetings
.
Special
meetings of the Board of Directors may be held at any time or place within
or
without the State of Nevada whenever called by the Chairman of the Board of
Directors, the President or by a majority of the entire Board of Directors.
SECTION 9.
Notice
of Meetings
.
Notice
of each special meeting of the Board of Directors (and of each regular meeting
for which notice shall be required) shall be given by the Secretary as
hereinafter provided in this Section 9, in which notice shall be stated the
time
and place of the meeting. Except as otherwise required by Nevada law or these
bylaws, such notice
need
not
state the purpose(s) of such meeting. Notice of each such meeting shall be
mailed, postage prepaid, to each director, addressed to such director at such
director’s residence or usual place of business, by registered mail, return
receipt requested delivered at least two (2) days before the day on which such
meeting is to be held, or shall be sent addressed to such director at such
place
by electronic mail, telegraph, telex, cable or wireless, or be delivered to
such
director personally, by facsimile or by telephone, at least 24 hours before
the
time at which such meeting is to be held. A written waiver of notice, signed
by
the director entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Notice of any such meeting need
not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him.
SECTION 10.
Quorum
and Manner of Acting
.
Except
as hereinafter provided, a majority of the whole Board of Directors shall be
present in person or by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time at any meeting of the Board of Directors
in
order to constitute a quorum for the transaction of business at such meeting;
and, except as otherwise required by Nevada law, the Articles of Incorporation
or these bylaws, the act of a majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors. In
the
absence of a quorum at any meeting of the Board of Directors, a majority of
the
directors present thereat may adjourn such meeting to another time and place.
Notice of the time and place of any such adjourned meeting shall be given to
the
directors who were not present at the time of the adjournment and, unless such
time and place were announced at the meeting at which the adjournment was taken,
to the other directors. At any adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the meeting
as originally called. The directors shall act only as a Board and the individual
directors shall have no power as such.
SECTION 11.
Action
Without a Meeting
.
Any
action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if all members of the Board consent
thereto in writing, and the writing or writings are filed with the minutes
of
the proceedings of the Board of Directors.
SECTION 12.
Telephonic
Participation
.
Members
of the Board of Directors may participate in a meeting of the Board by means
of
a conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
in such a meeting shall constitute presence in person at such meeting.
SECTION 13.
Organization
.
At each
meeting of the Board, the Chairman of the Board or, in his absence or inability
to act, the Chief Executive Officer or, in his absence or inability to act,
another director chosen by a majority of the directors present shall act as
chairman of the meeting and preside thereat. The Secretary or, in his absence
or
inability to act, any person appointed by the chairman shall act as secretary
of
the meeting and keep the minutes thereof.
ARTICLE
III
Committees
SECTION 1.
Committees
.
The
Board of Directors may, by resolution passed by a majority of the whole Board
of
Directors, designate one or more committees, each committee to consist of two
or
more of the directors of the Corporation. The Board of Directors may fill
vacancies in, change the membership of, or dissolve any such committee. The
Board of Directors may designate one or more directors as alternate members
of
any committee who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of the
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of such absent or disqualified member. Any such committee,
to
the extent provided by Nevada law and to the extent provided in the resolution
of the Board of Directors, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it. Each committee shall keep written minutes of its proceedings
and
shall report such minutes to the Board of Directors when required. All such
proceedings shall be subject to revision or alteration by the Board of
Directors;
provided
,
however
,
that
third parties shall not be prejudiced by such revision or alteration.
SECTION 2.
Committee
Rules
.
Unless
the Board of Directors otherwise provides, each committee designated by the
Board of Directors may make, alter and repeal rules for the conduct of its
business. In the absence of such rules, each committee shall conduct its
business in the same manner as the Board of Directors conducts its business
pursuant to Article II of these bylaws.
SECTION 3.
Standing
Committees
.
Notwithstanding anything contained in this Article III to the contrary, the
Board of Directors shall maintain two (2) standing committees consisting of
(i)
a Corporate Governance Committee; and (2) an Audit Committee. The Corporate
Governance Committee shall consist of at least three (3) members of the Board
of
Directors who are “non-employee directors” within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended, and who
are
“outside directors” within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended. The Corporate Governance Committee shall have the
power and authority to recommend general compensation polices to the full Board
of Directors, oversee the Corporation’s compensation plans, establish the
compensation levels for the Corporation’s Chief Executive Officer and other
Executive Officers and advise the full Board of Directors on general
compensation policies for the Company’s Executive Officers. The Audit Committee
shall consist of at least three (3) members of the Board of Directors, none
of
which shall also serve as an Executive Officer of the
Corporation. The Audit Committee shall have the power and authority to review
and report to the full Board of Directors with respect to the selection,
retention, termination and terms of engagement of the Corporation’s independent
public accountants and maintain communications among the Board of Directors,
the
independent public accountants and the Corporation’s internal accounting staff
with respect to accounting and audit procedures. The Audit Committee shall
also
have the power and authority to review the Corporation’s processes, internal
accounting and control procedures and policies and related matters with the
Corporation’s management.
ARTICLE
IV
Officers
SECTION 1.
Number
.
The
officers of the Corporation shall be elected by the Board of Directors and
shall
consist of a Chairman of the Board, a Chief Executive Officer, a President,
one
or more Vice Presidents, a Secretary, a Treasurer, and such other officers
and
assistant officers as may be deemed necessary or desirable by the Board of
Directors. Any number of offices may be held by the same person. In its
discretion, the Board of Directors may choose not to fill any office for any
period that it may deem advisable unless otherwise required by Nevada law.
SECTION 2.
Election
and Term of Office
.
The
officers of the Corporation shall be elected annually by the Board of Directors
at its first meeting held after each annual meeting of stockholders or as soon
thereafter as conveniently may be. The Chief Executive Officer shall appoint
persons to other officers as he or she deems desirable and such appointments,
if
any, shall serve at the pleasure of the Board of Directors. Each officer shall
hold office until a successor is duly elected and qualified or until his or
her
earlier death, resignation or removal as hereinafter provided.
SECTION 3.
Resignations
.
Any
officer may resign at any time upon written notice to the Corporation. Any
such
resignation shall take effect at the time specified therein or, if the time
when
it shall become effective shall not be specified therein, immediately upon
its
receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 4.
Removal
.
Any
officer or agent of the Corporation may be removed, either with or without
cause, at any time, by the Board of Directors at any meeting of the Board of
Directors or, except in the case of an officer or agent elected or appointed
by
the Board of Directors, by the Chief Executive Officer, but any such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
SECTION 5.
Vacancies
.
Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise, may be filled for the unexpired portion of the term of
the
office which shall be vacant by the Board of Directors at any special or regular
meeting.
SECTION 7.
The
Chairman of the Board
.
The
Chairman of the Board shall be an officer of the Corporation for the purpose
of
executing agreements and other instruments on behalf of the Corporation but
shall not be an employee of the Corporation. He shall, if present, preside
at
each meeting of the stockholders and of the Board of Directors and shall be
an
ex-officio member of all committees of the Board of Directors. Such person
shall
perform all duties incident to the office of Chairman of the Board and such
other duties as may from time to time be assigned to such person by the Board
of
Directors.
SECTION 8.
The
Chief Executive Officer
.
The
Chief Executive Officer shall have the general and active supervision and
direction over the business operations and affairs of the Corporation and over
the other officers, agents and employees and shall see that their duties are
properly performed. At the request of the Chairman of the Board, or in the
case
of his absence or inability to act, the Chief Executive Officer shall perform
the duties of the Chairman of the Board and when so acting shall have all the
powers of, and be subject to all the restrictions upon the Chairman of the
Board. Such person shall perform all duties incident to the office of Chief
Executive Officer and such other duties as may from time to time be assigned
to
such person by the Board of Directors.
SECTION 9.
The
President
.
The
President shall be the Chief Operating Officer of the Corporation and shall
have
general and active supervision and direction over the business operations and
affairs of the Corporation and over its several officers, agents and employees,
subject, however, to the direction of the Chief Executive Officer and the
control of the Board of Directors. In general, the President shall have such
other powers and shall perform such other duties as usually pertain to the
office of President or as from time to time may be assigned to him by the Board
of Directors or the Chief Executive Officer.
SECTION 10.
Vice
Presidents
.
Each
Vice President shall have such powers and perform such duties as from time
to
time may be assigned to him by the Board of Directors or the Chief Executive
Officer.
SECTION 11.
The
Treasurer
.
The
Treasurer shall (a) have charge and custody of, and be responsible for, all
the
funds and securities of the Corporation; (b) keep full and accurate accounts
of
receipts and disbursements in books belonging to the Corporation; (c) cause
all
monies and other valuables to be deposited to the credit of the Corporation
in
such depositories as may be designated by the Board; (d) receive, and give
receipts for, monies due and payable to the Corporation from any source
whatsoever; (e) disburse the funds of the Corporation and supervise the
investment of its funds as ordered or authorized by the Board, taking proper
vouchers therefor; and (f) in general, have all the powers and perform all
the
duties incident to the office of Treasurer and such other duties as from time
to
time may be assigned to him by the Board of Directors or the Chief Executive
Officer.
SECTION 13.
Officers’
Bonds or Other Security
.
The
Board of Directors may secure the fidelity of any or all of its officers or
agents by bond or otherwise, in such amount and with such surety or sureties
as
the Board of Directors may require.
SECTION 14.
Compensation
.
The
compensation of the officers of the Corporation for their services as such
officers shall be fixed from time to time by the Board of Directors;
provided
,
however
,
that
the Board of Directors may delegate to the Chief Executive Officer or the
President the power to fix the compensation of officers and agents appointed
by
the Chairman of the Board or the President, as the case may be. An officer
of
the Corporation shall not be prevented from receiving compensation by reason
of
the fact that such person is also a director of the Corporation.
ARTICLE
V
Shares
of Stock
SECTION 1.
Stock
Certificates
.
Every
holder of stock in the Corporation shall be entitled to have a certificate
signed by or in the name of the Corporation by the Chairman of the Board or
the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, certifying the number of shares
owned by such holder in the Corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may nevertheless be issued by the
Corporation with the same effect as if he were such officer, transfer agent
or
registrar at the date of issue.
SECTION 2.
Books
of Account and Record of Stockholders
.
The
books and records of the Corporation may be kept at such places, within or
without the State of Nevada, as the Board of Directors may from time to time
determine. The stock record books and the blank stock certificate books shall
be
kept by the Secretary or by any other officer or agent designated by the Board
of Directors.
SECTION 3.
Transfer
of Shares
.
Transfers of shares of stock of the Corporation shall be made on the stock
records of the Corporation only upon authorization by the registered holder
thereof,
or by his attorney hereunto authorized by power of attorney duly executed and
filed with the Secretary or with a transfer agent or transfer clerk, and on
surrender of the certificate or certificates for such shares properly endorsed
or accompanied by a duly executed stock transfer power and the payment of all
taxes thereon. Except as otherwise provided by Nevada law, the Corporation
shall
be entitled to recognize the exclusive right of a person in whose name any
share
or shares stand on the record of stockholders as the owner of such share or
shares for all purposes, including, without limitation, the rights to receive
dividends or other distributions, and to vote as such owner, and the Corporation
may hold any such stockholder of record liable for calls and assessments and
the
Corporation shall not be bound to recognize any equitable or legal claim to
or
interest in any such share or shares on the part of any other person whether
or
not it shall have express or other notice thereof. Whenever any transfers of
shares shall be made for collateral security and not absolutely, and both the
transferor and transferee request the Corporation to do so, such fact shall
be
stated in the entry of the transfer.
SECTION 4.
Regulations
.
The
Board of Directors may make such additional rules and regulations, not
inconsistent with these bylaws, as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares of stock to bear the
signature or signatures of any of them.
SECTION 5.
Lost,
Stolen or Destroyed Stock Certificates
.
The
holder of any certificate representing shares of stock of the Corporation shall
immediately notify the Corporation of any loss, destruction or mutilation of
such certificate, and the Corporation may issue a new certificate of stock
in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Board of Directors may, in its discretion,
require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient, as the Board in
its
absolute discretion shall determine, to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
Anything herein to the contrary notwithstanding, the Board of Directors, in
its
absolute discretion, may refuse to issue any such new certificate, except
pursuant to judicial proceedings under the laws of the State of Nevada.
ARTICLE
VI
Contracts,
Checks, Drafts, Bank Accounts, Etc.
SECTION 1.
Execution
of Contracts
.
Except
as otherwise required by statute, the Articles of Incorporation or these bylaws,
any contract or other instrument may be executed and delivered in the name
and
on behalf of the Corporation by such officer or officers (including any
assistant officer) of the Corporation as the Board of Directors may from time
to
time direct. Such authority may be general or confined to specific instances
as
the Board of Directors may determine. Unless authorized by the Board of
Directors or expressly permitted by these bylaws, no officer or agent or
employee shall have any power or authority to bind the Corporation by any
contract
or engagement or to pledge its credit or to render it pecuniary liable for
any
purpose or to any amount.
SECTION 2.
Loans
.
Unless
the Board of Directors shall otherwise determine, the President or any
Vice-President may effect loans and advances at any time for the Corporation
from any bank, trust company or other institution, or from any firm, corporation
or individual, and for such loans and advances may make, execute and deliver
promissory notes, bonds or other certificates or evidences of indebtedness
of
the Corporation, but no officer or officers shall mortgage, pledge, hypothecate
or transfer any securities or other property of the Corporation other than
in
connection with the purchase of chattels for use in the Corporation’s
operations, except when authorized by the Board of Directors.
SECTION 3.
Checks,
Drafts, Bank Accounts, etc
.
All
checks, drafts, bills of exchange or other orders for the payment of money
out
of the funds of the Corporation, and all notes or other evidence of indebtedness
of the Corporation, shall be signed in the name and on behalf of the Corporation
by such persons and in such manner as shall from time to time be authorized
by
the Board of Directors.
SECTION 4.
Deposits
.
All
funds of the Corporation not otherwise employed shall be deposited from time
to
time to the credit of the Corporation in such banks, trust companies or other
depositaries as the Board of Directors may from time to time designate or as
may
be designated by any officer or officers of the Corporation to whom such power
of designation may from time to time be delegated by the Board of Directors.
For
the purpose of deposit and for the purpose of collection for the account of
the
Corporation, checks, drafts and other orders for the payment of money which
are
payable to the order of the Corporation may be endorsed, assigned and delivered
by any officer or agent of the Corporation.
SECTION 5.
General
and Special Bank Accounts
.
The
Board of Directors may from time to time authorize the opening and keeping
of
general and special bank accounts with such banks, trust companies or other
depositaries as the Board of Directors may designate or as may be designated
by
any officer or officers of the Corporation to whom such power of designation
may
from time to time be delegated by the Board of Directors. The Board of Directors
may make such special rules and regulations with respect to such bank accounts,
not inconsistent with the provisions of these bylaws, as it may deem expedient.
ARTICLE
VII
Indemnification
SECTION 1.
Right
To Indemnification
.
The
Corporation shall indemnify and hold harmless to the fullest extent permitted
by
applicable law as it presently exists or may hereafter be amended, any person
who was or is a party or is threatened to be made a party or is otherwise
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, or by or in the right
of the Corporation to procure a judgment in its favor (a “Proceeding”), by
reason of the fact that such person 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, enterprise or nonprofit entity, including serving with
respect to employee benefit plans, against all liability and loss suffered
and
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation;
provided
,
however
,
with
respect to a Proceeding involving the right of the Corporation to procure
judgment in its favor, such indemnification shall only cover expenses (including
attorney fees) and shall only be made if such person acted in good faith and
in
a manner such person reasonably believed to be in the best interests of the
Corporation and shall not be made with respect to any Proceeding as to which
such person has been adjudged to be liable to the Corporation unless and only
to
the extent that the Court of Chancery of the State of Nevada or the court in
which such Proceeding was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery of the State of Nevada or such other court shall
deem proper. The Corporation shall be required to indemnify a person in
connection with a Proceeding (or part thereof) initiated by such person only
if
the Proceeding (or part thereof) was authorized by the Board of Directors of
the
Corporation.
SECTION 2.
Prepayment
of Expenses
.
Expenses incurred in defending any Proceeding may be paid by the Corporation
in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
if
it should be ultimately determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article VII or otherwise.
SECTION 3.
Claims
.
If a
claim for indemnification or payment of expenses under this Article VII is
not
paid in full within 60 days after a written claim therefor has been received
by
the Corporation, the claimant may file suit to recover the unpaid amount of
such
claim and, if successful in whole or in part, shall be entitled to be paid
the
expense of prosecuting such claim. In any such action the Corporation shall
have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable Nevada law.
SECTION 4.
Non-Exclusivity
of Rights
.
The
indemnification provided by this Article VII shall not be deemed exclusive
of
any other rights to which those seeking indemnification may be entitled under
these bylaws or any agreement or vote of stockholders or disinterested directors
or otherwise, both as to action in such person’s official capacity and as to
action in another capacity while holding such office, and shall continue as
to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
SECTION 5.
Other
Indemnification
.
The
Corporation’s obligation, if any, to indemnify any person who was or is serving
at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or non-profit entity be reduced
by
any
amount such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, enterprise or non-profit enterprise.
SECTION 6.
Insurance
.
The
Corporation may purchase and maintain insurance on behalf of any person who
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 any liability asserted against such person and incurred
by
such person in any such capacity, or arising out of such person’s status as
such, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of Nevada law, the Articles
of Incorporation or of this Article VII.
SECTION 7.
Amendment
or Repeal
.
Any
repeal or modification of the foregoing provisions of this Article VII shall
not
adversely affect any right or protection hereunder of any person respect of
any
act or omission occurring prior to the time of such repeal or modification.
ARTICLE
VIII
General
Provisions
SECTION 1.
Registered
Office
.
The
registered office and registered agent of the Corporation will be as specified
in the Articles of Incorporation of the Corporation.
SECTION 2.
Other
Offices
.
The
Corporation may also have such offices, both within or without the State of
Nevada, as the Board of Directors may from time to time determine or the
business of the Corporation may require.
SECTION 3.
Fiscal
Year
.
The
fiscal year of the Corporation shall be so determined by the Board of Directors.
SECTION 4.
Seal
.
The
seal of the Corporation shall be circular in form, shall bear the name of the
Corporation and shall include the words and numbers “Corporate Seal”, “Nevada”
and the year of incorporation.
SECTION 5.
Voting
Securities Owned By Corporation
.
Voting
securities in any other corporation held by the Corporation shall be voted
by
the Chief Executive Officer, unless the Board of Directors specifically confers
authority to vote with respect thereto, which authority may be general or
confined to specific instances, upon some other person or officer. Any person
authorized to vote securities shall have the power to appoint proxies, with
general power of substitution.
SECTION 7.
Section
Headings
.
Section
headings in these bylaws are for convenience of reference only and shall not
be
given any substantive effect in limiting or otherwise construing any provision
herein.
SECTION 8.
Inconsistent
Provisions
.
In the
event that any provision of these bylaws is or becomes inconsistent with any
provision of the Articles of Incorporation, the general corporation law of
the
State of Nevada or any other applicable law, the provision of these bylaws
shall
not be given any effect to the extent of such inconsistency but shall otherwise
be given full force and effect.
ARTICLE
IX
Amendments
These bylaws, may be adopted, amended or repealed, and new bylaws made, by
the
Board of Directors of the Corporation, but the stockholders of the Corporation
may make additional bylaws and may alter and repeal any bylaws, whether adopted
by them or otherwise, by affirmative vote of the holders of two-thirds of the
outstanding shares of stock entitled to vote upon the election of directors.
I, the undersigned, being the Secretary of Allora Minerals, Inc., DO HEREBY
CERTIFY the foregoing to be the bylaws of the Corporation, as adopted by consent
to action by Directors in lieu of a special meeting of the Corporation, dated
September 22, 2008.
EXHIBIT
99.1
Evaluation
Report
PL
51/2529
&
PL
51/2530
Albury
Heath, Western Australia
For
Allora
Minerals Inc
Gregory
Curnow
B.
Sc (Geol) M AUSIMM
27
th
March 2008
Evaluation
Report for Allora Minerals Inc
|
PL
51/2529 & PL 51/2530
|
Summary
The
Albury Heath prospect is made up of two Prospecting Licences (PL 51/2529 &
PL 51/2530) and is located 23 kilometres south south-east of Meekatharra in
the
Murchison Gold Field of Western Australia ( see Fig 1).
Geologically,
the prospect is located within the Archaean Meekatharra Greenstone belt, and
is
underlain by a sequence of mafic/ultramafic volcanics and intrusives, felsic
volcanics and volcaniclastic sediments and is located in the western arm of
the
Meekatharra-Mount Magnet tectonic zone.
The
licences are located between and along strike from the two major gold producing
areas of Meekatharra and Gabanintha increasing their
prospectiveness.
Disclaimer
While
every effort has been made, within the time constraints of this assignment,
to
ensure the accuracy of this report, the author accepts no liability for any
error or omission. The author can take no responsibility if the conclusions
of
this report are based on incomplete or misleading data.
The
author is independent of Allora Minerals Inc and has no financial interests
in
Allora Minerals Inc or any associated companies. The author is being remunerated
for this report on a standard fee for time basis, with no success
incentives.
The
information in this report is based on information compiled by G.P. Curnow
who
is a member of the Australasian Institute of Mining & Metallurgy. The author
has sufficient experience which is relevant to the style of mineralisation
and
type of deposit under consideration and to the activity which he is undertaking
to qualify as a Competent Person as defined in the 2004 Edition of the
“Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves.” G.P. Curnow consents to the inclusion in the report of the
matters based on his information in the form and context in which it
appears.”
Evaluation
Report for Allora Minerals Inc
|
PL
51/2529 & PL 51/2530
|
Table
of Contents
Summary
|
2
|
1.
|
Introduction
|
4
|
2.
|
Location
and Access
|
4
|
3.
|
Tenure
and Land Use
|
5
|
4.
|
Geology
and Mineralisation
|
5
|
5.
|
Exploration
Programme
|
8
|
6.
|
References
|
10
|
|
|
|
List
of Figures
|
|
|
|
|
Figure
1 : Location
|
4
|
Figure
2 : Regional Geology
|
6
|
Figure
3 : Local Geology
|
7
|
|
|
|
List
of Tables
|
|
|
|
|
Table
1 : Tenure
|
5
|
Table
2 : Proposed Exploration Budget
|
9
|
Evaluation
Report for Allora Minerals Inc
|
PL
51/2529 & PL 51/2530
|
1.
Introduction
The
Albury Heath prospect is made up of two Prospecting Licences PL 51/2529 and
PL
51/2530 and covers an area of 353 hectares.
The
two
licences cover an area of the highly prospective Meekatharra Greenstone belt
and
are located next to a large transcurrent strike fault and associated splay
faults.
Figure
1
: Location
2.
Location
and Access
The
Albury Heath prospect is located 23 km south southeast of Meekatharra and 750
km
northeast of Perth in the Australian state of Western Australia (see Fig 1).
Meekatharra is located on the Great Northern Highway, the main north south
route
in Western Australia and has a population of approximately 1,000 and services
the local mining and exploration businesses as well as the pastoral
industry.
Evaluation
Report for Allora Minerals Inc
|
PL
51/2529 & PL 51/2530
|
Access
to
the prospect area is via the Meekatharra-Gabanintha Road, which is gravel,
and
local tracks lead through the two PL’s.
The
Albury Prospect is made up of two Prospecting Licences (PL 51/2529 & PL
51/2530) and the details for each licence is listed in Table 1.
Title
|
|
Holder
|
|
%
Held
|
|
Area
|
|
Expiry
Date
|
PL
51/2529
|
|
George
Francis Lee
|
|
100
|
%
|
191
Ha
|
|
12
th
March 2011
|
PL
51/2530
|
|
George
Francis Lee
|
|
100
|
%
|
161
Ha
|
|
12
th
March 2011
|
Table
1
: Tenure
The
Albury Heath prospect is located on pastoral leases which is crown land leased
out on 99 year leases. Access to the prospecting licences is not encumbered
by
the leases though land access agreements should be gained from the pastoral
leaseholders.
Details
of the tenure has been checked and verified on the Western Australian
Government’s Department of Industry and Resources website at www.doir.wa.gov.au.
4.
|
Geology
and Mineralisation
|
The
tenements are underlain by Archaean Meekatharra Greenstone Belt that has a
synclinal structure tending to the northeast associated with it. The country
rock is comprised of a sequence of mafic/ultramafic volcanics and intrusives
that grade into felsic volcanics and volcaniclastic sediments.
The
broad
sequence is that of two major mafic to felsic cycles with the lower cycle
hosting the majority of gold mineralisation found in the Albury Heath area
as
well as the Meekatharra region generally.
Evaluation
Report for Allora Minerals Inc
|
PL
51/2529 & PL 51/2530
|
Figure
2
: Regional Geology
Evaluation
Report for Allora Minerals Inc
|
PL
51/2529 & PL 51/2530
|
Locally
the licences are located next to a regional strike fault that transects the
northerly striking volcanics that cover most of the two licences. The fault
can
be mapped over a 200 km strike length and is part of the Meekatharra-Mount
Magnet Tectonic belt which includes linear transcurrent faults and steeply
inclined isoclinal folds (Kavanagh et al 1990) see Fig 2.
Regional
metamorphism grades between low grade greenschist facies and low amphibolite
facies with the grade rising the closer you get to the granitoid
contact.
Both
licences cover parts of smaller faults that are associated with the regional
faulting. It has been postulated that these faults truncate the lava flows
in
the area and are the primary control for the mineralisation in the area (see
Fig
3).
Figure
3
: Local Geology
Mineralisation
at the nearby Albury Heath mine is hosted within a quartz vein system that
strike in a north north-easterly direction and dip steeply (70 – 80°) to the
southeast, and mineralisation is associated with pyrite and
arsenopyrite.
The
country rock is cut by sheeted quartz veins and sub-parallel reefs. Quartz
stockworking occurs throughout the old workings and extends along the strike
direction of the quartz vein system and are known to contain gold
mineralisation.
Evaluation
Report for Allora Minerals Inc
|
PL
51/2529 & PL 51/2530
|
5.
Exploration
Programme
The
Albury Heath prospect is prospective for shear controlled quartz vein
mineralisation associated with locally and regionally scaled faulting and
possibly structurally controlled Banded Iron Formation (BIF) hosted
mineralisation both of which are present in a number of nearby
deposits.
The
most
notable of these deposits are the Meekatharra deposits which have a historical
gold production of 2.4 million oz and currently have a resource base of 2.3
million oz (
www.mercatorgold.com
),
and
Gabanintha has a recorded gold production of 150, 000 oz and a stated resource
of 70,000 oz (
www.rewardminerals.com
).
Closer
to
the prospect is the Albury Heath mine which is an example of the shear
controlled quartz vein hosted mineralisation. The Albury Heath mine operated
between 1948 and 1957 and produced 1,429 tonnes @ 42.2 g/t Au. Follow up mining
in 1976 produced a further 410 tonnes @ 20 g/t Au.
It
is
recommended that the exploration programme be staged over three phases which
will allow for reviewing of results and adjustments to the programme based
on
the results.
Phase
1
|
·
|
Collection,
purchase and collation of all relevant geological, geophysical and
mining
data available.
|
|
·
|
Re-interpretation
of available geophysics to determine location of possible mineralised
shears and faults and the location of any BIF
geology.
|
|
·
|
Field
mapping and rock chip sampling of the two
licences.
|
Phase
2
|
·
|
Soil
sampling of any significant areas highlighted in Phase
1
|
|
·
|
Ground
geophysics (either EM or IP) of targets generated by the re-interpretation
of available geophysical data.
|
Phase
3
|
·
|
Aircore
or RC drilling of any significant targets generated during phase
2
work.
|
Evaluation
Report for Allora Minerals Inc
|
PL
51/2529 & PL 51/2530
|
Proposed
Work
|
|
Amount
|
|
Cost
($AUD)
|
|
Phase
1
|
|
|
|
|
|
|
|
Data
Collection
|
|
|
|
|
$
|
5,000.00
|
|
Re-Interpretation
of Geophysical Data
|
|
|
|
|
$
|
10,000.00
|
|
Field
Mapping
|
|
|
5
days @ $500
|
|
$
|
2,500.00
|
|
Sampling
|
|
|
50
samples @ $30
|
|
$
|
1,500.00
|
|
Travel
& Accommodation
|
|
|
5
days @ $300
|
|
$
|
1,500.00
|
|
Report
|
|
|
1.5
days @ $1,000
|
|
$
|
1,500.00
|
|
Administration
|
|
|
15
% 0f costs
|
|
$
|
3,300.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
25,300.00
|
|
Phase
2
|
|
|
|
|
|
|
|
Soil
Sampling
|
|
|
5
days @ $750
|
|
$
|
3,750.00
|
|
Assaying
|
|
|
150
samples @ $20
|
|
$
|
3,000.00
|
|
Ground
Geophysics
|
|
|
|
|
$
|
65,000.00
|
|
Report
|
|
|
1.5
days @ $1,000
|
|
$
|
1,500.00
|
|
Administration
|
|
|
15
% 0f costs
|
|
$
|
10,987.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
84,237.50
|
|
Phase
2
|
|
|
|
|
|
|
|
Drilling
|
|
|
1,000
metres @ $ 75
|
|
$
|
75,000.00
|
|
Assaying
|
|
|
1,000
metres @ $ 30
|
|
$
|
30,000.00
|
|
Supervision
|
|
|
7
days @ $600
|
|
$
|
4,200.00
|
|
Travel
& Accommodation
|
|
|
7
days @ $300
|
|
$
|
2,100.00
|
|
Report
|
|
|
1.5
days @ $1,000
|
|
$
|
1,500.00
|
|
Administration
|
|
|
15
% 0f costs
|
|
$
|
16,920.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
129,720.00
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
$
|
239,257.50
|
|
Table
2
: Proposed Exploration Budget
Evaluation
Report for Allora Minerals Inc
|
PL
51/2529 & PL 51/2530
|
6.
References
Davis,
G
(1993) Annual Report for the period ending September 1993 for PL 51/1748 &
Pl 51/1749, Giralia Resources NL. Unpublished Company Report DOIR WA. (Report
Number A45594)
Davis,
G
(1995) Annual Report for the period ending August 1993 for PL 51/1737 & Pl
51/1738, Giralia Resources NL. Unpublished Company Report DOIR WA. (Report
Number A45595)
Elias,
M.
Bunting, J.A. & Wharton, P.H. (1982) Glengarry, Western Australia –
1:250,000 geological series, Geol. Surv. West. Aust. Explanatory Notes SG
50-12.
Fiore,
F.J. (1988) Pre-feasibility Study of Meekatharra Operations, Giralia Resources
NL. Unpublished Company Report DOIR WA. (Report Number A35065).
Hallberg,
J.A. Maniw, J.G. & Bryan, S.G. (1976) A petrochemical study of a portion of
the Western Yilgarn Block, CSIRO Division of Mineralogy, Minerals Research
Laboratories Investigation Report FP13.
Kavanagh,
M.K. & Walker, I.K. (1990) Gabanintha gold deposits, Meekatharra, in Geology
of the Mineral Deposits of Australia and Papua New Guinea (The Australasian
Institute Mining and Metallurgy, Melbourne).
Unamed
(1987) Featherstone Geological Consultants Report, Giralia Resources NL
Prospectus.
Unamed
(1997) Annual Reports for PL 51/1738 for the period ending August 1996, PL
51/1748 for the period ending September 1995 and PL 51/1748 for the period
ending September 1995, Giralia Resources NL. Unpublished Company Report DOIR
WA.
(Report Number A50477).
CERTIFICATE
OF QUALIFICATIONS
Gregory
Philip Curnow
Consulting
Geologist
18/34
Boronia St
Dee
Why
NSW
2099
I,
Gregory Philip Curnow, B Sc (Geol), do hereby certify that :
1.
|
I
an a Consulting Geologist and a director of Geoff Curnow & Associates,
which have an office at 3/29 Waratah St, Rushcutters Bay, NSW 2011.
|
2.
|
I
graduated in 1986 from Monash University, Melbourne, Australia with
a B.Sc
(Geology & Geography).
|
3.
|
I
am a Professional Geoscientist, a member of the Australasian Institute
of
Mining and Metallurgy (membership number 112420) and have been a
member
since 1996.
|
4.
|
I
have practised as a geologist since 1987 including periods as a mine
and
exploration geologist between 1987 and 1990 for Austwhim Resources
NL/Dominion Mining Ltd, mine and underground geologist for Western
Mining
Corp between 1992 and 1994, senior mine geologist for Lynas Gold
NL
between 1994 and 1996, senior mine geologist for Eagle Mining NL
between
in 1996, senior geologist and acting chief geologist for Zeravshan
Gold in
Tadjikistan between 1997 and 1998. After a period out of the geology
industry I have been working as a consulting geologist for Geos Mining
and
Geoff Curnow & Associates since 2006.
|
5.
|
I
am responsible for the preparation of all sections of the Evaluation
Report entitled “Evaluation Report for PL 51/2529 & Pl 51/2530 Albury
Heath, Western Australia” and dated 27
th
February 2008 relating to Allora Minerals
Inc.
|
6.
|
I
have had no prior involvement with the Albury Heath tenements that
are the
subject of the report.
|
7.
|
I
am not aware of any material fact, with respect to the subject matter
of
the report, which is not reflected in the report, and of which the
omission to disclose would make this report
misleading.
|
8.
|
I
am independent of Allora Minerals
Inc.
|
9.
|
I
consent to the filing of this report with any stock exchange or other
regulatory authority and any publication by them for regulatory purposes,
including electronic publication in public company files on their
website.
|
Dated
this day the 27
th
day of
March 2008
Gregory
Philip Curnow
B.
Sc
(Geology)