FORM SB-2
Registration Statement
Under the Securities Act of 1934
Oliver Creek Resources, Inc.
(Name of Small Business Issuer in Its Charter)
NEVADA 1000 20-3866475
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
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6952 Lanark Street
Vancouver, B.C. Canada V5P 2Z7 (604)836-2292
(Address of principal Executive Offices) (Telephone Number)
Michael M. Kessler, Esq.
3436 American River Drive, Suite 11
Sacramento, CA 95864 (916) 239-4000 (916) 239-4008
(Name and Address of Agent for Service) (Telephone Number) (Fax Number)
Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date of this Registration Statement.
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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]
Title of Each Proposed Proposed Class of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Offering Registration Registered Registered Per Unit (2) Price (3) Fee (1) -------------------------------------------------------------------------------- Units (4) 1,000,000 $0.05 $ 50,000 $ -- -------------------------------------------------------------------------------- Common 1,000,000 $0.05 $ 50,000 $ 5.35 -------------------------------------------------------------------------------- Common Stock Underlying Warrants 2,000,000 $0.10 $200,000 $21.40 ================================================================================ |
(1) Registration Fee has been paid via Fedwire.
(2) This is the initial offering and no current trading market exists for our
common stock. The price paid for the currently issued and outstanding
common stock was valued at $0.01 per share.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). (4) Each Unit consists of one share of Common
Stock and two Common Stock Purchase Warrants. Each Common Stock Purchase
Warrant will entitle the holder to purchase on additional share of Common
Stock at a price of $.10 per Share for a period of two years from the date
of this offering.
PROSPECTUS
OLIVER CREEK RESOURCES INC.
1,000,000 UNITS
$.05 PER UNIT
CONSISTING OF 1,000,000 SHARES OF COMMON STOCK AT $.05
PER SHARE AND 2,000,000 WARRANTS TO PURCHASE SHARES OF
COMMON STOCK AT $.10 PER SHARE
This is the initial offering of common stock of Oliver Creek Resources Inc. and no public market currently exists for the securities being offered. Oliver Creek Resources Inc. is offering for sale a total of 1,000,000 units, each unit consisting of one share of common stock and two common stock purchase warrants. Each common stock purchase warrant will entitle the holder to purchase one additional share of common stock at a price of $.10 per share for a period of two years from the date of this offering. The offering is being conducted on a self-underwritten, best efforts, all-or-none basis, which means our officers and directors will attempt to sell the units. We intend to open a standard, non-interest bearing, bank checking account to be used only for the deposit of funds received from the sale of the units in this offering. If all units are not sold and the total offering amount is not deposited by the expiration date of the offering, the funds will be promptly returned to the investors, without interest or deduction. The units will be offered at a price of $.05 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus. The offering will end on _______, 200_ (date to be inserted in a subsequent amendment).
Oliver Creek Resources Inc. is an exploration stage company and currently has no operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment. Our independent auditor has issued an audit opinion for Oliver Creek Resources which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS, PARTICULARLY, THE RISK FACTORS SECTION BEGINNING ON PAGE 4.
Neither the U.S. Securities and Exchange Commission nor any state securities division has approved or disapproved these securities, or determined if this prospectus is truthful, accurate, current or complete. Any representation to the contrary is a criminal offense.
Offering Total
Price Amount of Underwriting Proceeds to
Per Unit Offering Commissions the Company
-------- -------- ----------- -----------
Common Stock $.05 $ 50,000 $0 $ 50,000
Common Stock
Underlying Warrants $.10 $200,000 $0 $200,000
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As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.
The information in this prospectus is not complete and may be changed. We will not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission has been cleared of comments and is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer of sale is not permitted.
Subject to Completion, Dated __________, 200__
TABLE OF CONTENTS
Page No.
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SUMMARY OF PROSPECTUS 3
General Information about Our Company 3
The Offering 3
RISK FACTORS 4
Risks Associated with our Company 4
Risks Associated with this Offering 7
FORWARD LOOKING STATEMENTS 10
USE OF PROCEEDS 10
DETERMINATION OF OFFERING PRICE 11
DILUTION 11
PLAN OF DISTRIBUTION 13
Offering will be Sold by Our Officers and Directors 13
Terms of the Offering 13
Deposit of Offering Proceeds 14
Procedures for and Requirements for Subscribing 14
Exercise of Warrants 14
LEGAL PROCEEDINGS 14
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 16
DESCRIPTION OF SECURITIES 17
INTEREST OF NAMED EXPERTS AND COUNSEL 18
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 18
ORGANIZATION WITHIN LAST FIVE YEARS 19
DESCRIPTION OF OUR BUSINESS 19
Glossary 20
General Information 22
Competition 30
Compliance with Government Regulation 30
Patents and Trademarks 31
Need for Any government Approval of Principal Products 31
Research and Development Activities 31
Employees and Employment Agreements 31
Reports to Security Holders 32
PLAN OF OPERATION 32
DESCRIPTION OF PROPERTY 38
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 38
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 38
EXECUTIVE COMPENSATION 41
FINANCIAL STATEMENTS 42
CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS 42
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SUMMARY
GENERAL INFORMATION
You should read the following summary together with the more detailed business information and the financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to "we", "us", "our", "Oliver Creek", and "Oliver Creek Resources" are to Oliver Creek Resources Inc.
Oliver Creek Resources Inc. (the "Company") was incorporated in the State of Nevada on November 30, 2005 to engage in the acquisition, exploration and development of natural resource properties. We intend to use the net proceeds from this Offering to develop our business operations. (See "Business of the Company" and "Use of Proceeds".) We are an exploration stage company with no revenues and a limited operating history. The principal executive offices are located at 6952 Lanark Street, Vancouver, B.C. Canada V5P 2Z7. The telephone number is (604)836-2292.
We received our initial funding of $10,000 through the sale of common stock to an officer and director of the company who purchased 1,000,000 shares of our common stock at $0.01 per share on November 30, 2005. From inception until the date of this filing we have had limited operating activities. Our financial statements from inception (November 30, 2005) through the year ended January 31, 2006 report no revenues and a net loss of $8. Our independent auditor has issued an audit opinion for Oliver Creek which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
Our mineral claim has been prospected, sampled and staked and we have engaged the services of a professional geologist to prepare a geological report. We have not yet commenced any exploration activities on the claim. Our property is without known reserves and there is the possibility that the Thistle Claim does not contain any reserves and funds that we spend on exploration will be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds to bring our claim to production.
There is no current public market for our securities. As our stock is not publicly traded, investors should be aware they probably will be unable to sell their shares and their investment in our securities is not liquid.
OFFERING
Securities Being Offered 1,000,000 units - Each unit consists of one share of
common stock and two common stock purchase warrants.
Price per Unit $0.05
Offering Period The units are offered for a period not to exceed 180
days, unless extended by our board of directors for
an additional 90 days.
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Net Proceeds $50,000 (Total Offering Proceeds). An additional
$200,000 (assuming exercise of all the warrants, of
which there is no assurance)
Securities Issued
and Outstanding 1,000,000 shares of common stock were issued and
outstanding as of the date of this prospectus.
Registration costs We estimate our total offering registration costs to
be $6,000.
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RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. Following are what we believe are all the material risks involved if you decide to purchase units in this offering.
RISKS ASSOCIATED WITH OUR COMPANY:
WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE NOT YET COMMENCED EXPLORATION ACTIVITIES ON OUR CLAIM. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We have not yet commenced exploration on the Thistle Claim. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on November 30, 2005 and to date have been involved primarily in organizational activities and the acquisition of the mineral claim. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the Thistle Claim and the production of minerals from the claim, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
Our directors have no professional training or technical credentials in the field of geology and specifically in the areas of exploring, developing and operating a mine. As a result, we may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants. Management's
decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR OLIVER CREEK WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As described in Note 3 of our accompanying financial statements, our limited exploration stage and our lack of any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern. If our business plan does not work, we could remain as a start-up company with limited operations and revenues.
WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR BUSINESS PLAN.
Our current operating funds are less than necessary to complete the intended exploration program on the Thistle Claim, and therefore we will need the funds from this offering to complete our business plan. As of January 31, 2006, we had cash in the amount of $10,022. We currently do not have any operations and we have no income.
THERE IS THE RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.
There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of gold, copper or other minerals. We have a geological report detailing previous exploration in the area, and the claim has been prospected, sampled and staked. However; there is the possibility that the previous work was not carried out properly and the Thistle Claim does not contain any reserves, resulting in any funds spent by us on exploration being lost.
BECAUSE WE HAVE NOT SURVEYED THE THISTLE CLAIM, WE MAY DISCOVER MINERALIZATION ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIM BOUNDARIES.
While we have conducted a mineral claim title search, this should not be construed as a guarantee of claim boundaries. Until the claim is surveyed, the precise location of the boundaries of the claim may be in doubt. If we discover mineralization that is close to the estimated claim boundaries, it is possible that some or all of the mineralization may occur outside the boundaries. In such a case we would not have the right to extract these minerals.
IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.
If our exploration program is successful in establishing ore of commercial tonnage and grade, we will require additional funds in order to advance the claim into commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for the minerals, investor acceptance of our claims and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. We may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible and you may lose your investment in this offering.
IF ACCESS TO OUR MINERAL CLAIM IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.
It is possible that snow or rain could cause the mining roads providing access to our claim to become impassable. We anticipate being able to access the lower to middle elevations of our mineral claim year around with little difficulty, however, the higher ground may require snow machines or similar track mounted vehicles during the winter months. If the roads are impassable we would be delayed in our exploration timetable.
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR BUSINESS WILL BE NEGATIVELY AFFECTED.
There are several governmental regulations that materially restrict mineral claim exploration and development. Under Canadian mining law, engaging in certain types of exploration requires work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While these current laws will not affect our initial exploration phase, if we identify exploitable minerals and proceed to phase two which includes drilling operations on the Thistle Claim, we will incur regulatory compliance costs based upon the size and scope of our operations. In addition, new regulations could increase our costs of doing business and prevent us from exploring for and the exploitation of ore deposits. In addition to new laws and regulations being adopted, existing laws may be applied to mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.
BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.
Our continued success will be dependent on the growth of demand for ore. If consumer demand slows our revenues may be significantly affected. This could limit our ability to generate revenues and our financial condition and operating results may be harmed.
THE LOSS OF THE SERVICES OF BRUCE OR SAMANTHA THOMSON COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND FUTURE DEVELOPMENT.
Our performance is substantially dependent upon the professional expertise of our officers Bruce and Samantha Thomson. The loss of their services could have an adverse effect on our business operations, financial condition and operating results if we are unable to replace them with other individuals qualified to develop our exploration business. This could result in a loss of revenues, resulting in a reduction of the value of any shares you purchase in this offering.
BECAUSE OUR CURRENT OFFICERS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Bruce Thomson, the president and a director of the company, currently devotes approximately 7 to 10 hours per week providing management services to us. Samantha Thomson, the secretary and a director of the company, currently devotes approximately 5 hours per month to the company, but will be available to assist Mr. Thomson with some of his duties as and when needed. While our executive officers presently possess adequate time to attend to our interests, it is possible that the demands on them from their other obligations could increase, with the result that they would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.
RISKS ASSOCIATED WITH THIS OFFERING:
THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officers and directors, who will receive no commissions. They will offer the shares to their friends, relatives, acquaintances and business associates, however; there is no guarantee that they will be able to sell any of the shares. Unless they are successful in selling all of the shares and we receive all of the proceeds from this offering, we may have to seek alternative financing to implement our business plans.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the effectiveness of our Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Oliver Creek, or anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES.
Our existing stockholder acquired his shares at a cost of $.01 per share, a cost per share substantially less than that which you will pay for the shares you purchase in this offering. Upon completion of this offering the net tangible book value of the shares held by our existing stockholder (1,000,000 shares) will be increased by $.017 per share without any
additional investment on his part. The purchasers of units in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $.05 per Share) of $.023 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.027 per share, reflecting an immediate reduction in the $.05 price per share they paid for their shares.
WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF ALL THE SHARES ARE NOT SOLD.
All funds received from the sale of shares in this offering will be deposited into a standard bank checking account until all shares are sold and the offering is closed, at which time, the proceeds will be transferred to our business operating account. In the event all shares are not sold we have committed to promptly return all funds to the original purchasers. However since the funds will not be placed into an escrow, trust or other similar account, there can be no guarantee that any third party creditor who may obtain a judgment or lien against us would not satisfy the judgment or lien by executing on the bank account where the offering proceeds are being held, resulting in a loss of any investment you make in our securities.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated $6,000 cost of this registration statement to be paid from the proceeds of the offering. We plan to contact a market maker immediately following the effectiveness of our Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.
MR. THOMSON, A DIRECTOR AND OFFICER OF THE COMPANY, BENEFICIALLY OWNS 100% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE WILL BENEFICIALLY OWN 50% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the controlling amount of Mr. Thomson's share ownership in our company, if he chooses to sell his shares in the public market, the market price of our stock could decrease and all shareholders suffer a dilution of the value of their stock. If he does sell any of his common stock, he will be subject to Rule 144 under the 1933 Securities Act. Rule 144 restricts
the ability of our director or officer to sell his shares by limiting the sales of securities during any three-month period to the greater of: (1) 1% of the outstanding common stock of the issuer; or (2) the average weekly reported trading volume in the outstanding common stock reported on all securities exchanges during the four calendar weeks preceding the filing of the required notice of the sale under Rule 144 with the SEC.
MR. THOMSON WILL CONTROL AND MAKE CORPORATE DECISIONS THAT MAY DIFFER FROM THOSE THAT MIGHT BE MADE BY THE OTHER SHAREHOLDERS.
Due to the controlling amount of his share ownership in our company Mr. Thomson, a director and officer, will have a significant influence in determining the outcome of all corporate transactions, including the power to prevent or cause a change in control. His interests may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
Assuming sale of all of the units offered herein, of which there is no assurance, we estimate that the net proceeds from this Offering will be approximately $44,000 after deducting $6,000 for estimated offering expenses, which include legal, accounting and filing fees. The proceeds are expected to be disbursed, in the priority set forth below, during the first twelve (12) months after the successful completion of the Offering:
Total Proceeds to the Company $50,000
Less: Offering Expenses
Legal 1,500
Accounting 2,000
Preparation and EDGAR conversion fees 1,500
Transfer Agent 700
Printing 273
Registration Fees 27
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Net Proceeds to the Company $44,000
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Exploration Program 44,000
Administration and Office Expense* 2,000
Legal and Accounting* 4,000
Working Capital* 4,000
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Total Use of Net Proceeds $44,000
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* Will be paid from cash on hand.
We will establish a separate bank account and all proceeds will be deposited into that account until the total amount of the offering is received and all units are sold, at which time the funds will be released to us for use in our operations. In the event we do not sell all of the units before the expiration date of the offering, all funds will be returned promptly to the subscribers, without interest or deduction. If necessary, Mr. Thomson, one of our directors, has verbally agreed to loan the company funds to complete the registration process but we will require full funding to implement our complete business plan.
DETERMINATION OF OFFERING PRICE
The offering price of the units has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered underlying the units and warrants, and the offering prices, we took into consideration our cash on hand and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of the securities.
The exercise price of the warrants was arbitrarily determined by us and does not bear any relationship to our assets, book value, earnings, projected revenues or other established criteria. Given the fact that the exercise price of $.10 per share is 2 times the $.05 offering price of the units in this Offering and 10 times the $.01 price per share paid by our current shareholder for his shares, there is no guarantee that any or all of the warrants will ever be exercised.
DILUTION
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the units you purchase is also a result of the lower book value of the shares held by our existing stockholders.
As of January 31, 2005, the net tangible book value of our shares was $9,992 or $0.01 per share, based upon 1,000,000 shares outstanding.
Upon completion of this Offering, but without taking into account any change in the net tangible book value after completion of this Offering other than that resulting from the sale of the units and receipt of the total proceeds of $50,000, less offering expenses of $6,000, for a total net proceeds to us of $44,000, the net tangible book value of the 2,000,000 shares to be outstanding will be $53,992, or approximately $.027 per share. Accordingly, the net tangible book value of the shares held by our existing stockholder (1,000,000 shares) will be increased by $.017 per share without any additional investment on his part. The purchasers of units in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $.05 per share) of $.023 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.027 per share, reflecting an immediate reduction in the $.05 price per share they paid for their shares.
After completion of the offering, the existing shareholder will own 50% of the total number of shares then outstanding, for which he will have made an investment of $10,000, or $.01 per share. Upon completion of the offering, the purchasers of the units offered hereby will own 50% of the total number of shares then outstanding, for which they will have made a cash investment of $50,000, or $.05 per Share.
The following table illustrates the per share dilution to the new investors:
Public Offering Price per Share $ .05 Net Tangible Book Value Prior to this Offering $ .01 Net Tangible Book Value After Offering $.027 Immediate Dilution per Share to New Investors $.023 |
The following table summarizes the number and percentage of shares purchased, the amount and percentage of consideration paid and the average price per share paid by our existing stockholder and by new investors in this offering:
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
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Existing
Stockholder $ .01 1,000,000 50% $10,000
Investors in
This Offering $ .05 1,000,000 50% $50,000
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If all warrants are exercised, investors would suffer even more significant dilution in the price they paid for their shares.
PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTORS
This is a self-underwritten offering. This Prospectus is part of a prospectus that permits our officers and directors to sell the units directly to the public, with no commission or other remuneration payable to them for any units they may sell. There are no plans or arrangements to enter into any contracts or agreements to sell the units with a broker or dealer. Bruce Thomson and Samantha Thomson, both officers and directors, will sell the shares and intend to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.
The officers and directors will not register as broker-dealers pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.
a. Neither our officers or our directors are subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,
b. Neither our officers or directors will be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
c. Neither our officers or directors are, nor will be at the time of their participation in the offering, an associated person of a broker-dealer; and
d. Both our officers and directors meet the conditions of paragraph
(a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that each (A)
primarily performs, or is intended primarily to perform at the end of
the offering, substantial duties for or on behalf of our company,
other than in connection with transactions in securities; and (B) are
not a broker or dealer, or been an associated person of a broker or
dealer, within the preceding twelve months; and (C) have not
participated in selling and offering securities for any Issuer more
than once every twelve months other than in reliance on Paragraphs
(a)(4)(i) or (a)(4)(iii).
Our officers, directors, control persons and affiliates of same do not intend to purchase any units in this offering.
TERMS OF THE OFFERING
The units will be sold at the fixed price of $.05 per unit until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus and continue for a period of 180 days (the "Expiration Date").
DEPOSIT OF OFFERING PROCEEDS
This is a "best efforts", "all or none" offering and, as such, we will not be able to spend any of the proceeds unless all the units are sold and all proceeds are received. We intend to hold all funds collected from subscriptions in a separate bank account until the total amount of $50,000 has been received. At that time, the funds will be transferred to our business account for use in the implementation of our business plan. In the event the offering is not sold out prior to the Expiration Date, all money will be promptly returned to the investors, without interest or deduction. We feel the use of an escrow agent is an expense the company cannot bear at this time. We determined the use of the standard bank account was the most efficient use of our current limited funds. Please see the risk factor section to read the related risk to you as a purchaser of any shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any units in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or bank draft to us. Subscriptions, once received by the company, are irrevocable. All checks for subscriptions should be made payable to Oliver Creek Resources Inc.
EXERCISE OF WARRANTS
Each unit consists of one share of common stock and two common stock purchase warrants. Each common stock purchase warrant will entitle the holder to purchase one additional share of common stock at the price of $.10 per share for a period of two years from the date of this offering. We intend to complete and enter into a Warrant Agreement with Holladay Stock Transfer, our registered stock transfer agent, to allow them to handle the issuance of the common stock underlying the warrants upon surrender and payment of the exercise price to us.
LEGAL PROCEEDINGS
Oliver Creek is not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The directors and officers of Oliver Creek Resources Inc., whose one year terms will expire 11/30/06, or at such a time as their successor(s) shall be elected and qualified are as follows:
Date
Name & Address Age Position First Elected Term Expires
-------------- --- -------- ------------- ------------
Bruce Thomson 58 President, 11/30/05 11/30/06
6952 Lanark Street Treasurer,
Vancouver, BC CFO, CEO &
Canada V5P 2Z7 Director
Samantha Thomson 26 Secretary, 11/30/05 11/30/06
203 - 1508 West 2nd Avenue Director
Vancouver, BC
Canada V6J 1H2
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The foregoing persons are promoters of Oliver Creek Resources, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
Mr. Thomson currently devotes 7 - 10 hours per week to company matters. Ms. Thomson, currently devotes approximately 5 hours per month to company matters, but will be available to assist Mr. Thomson with some of his duties as and when needed. After receiving funding per our business plan Mr. Thomson intends to devote as much time as the board of directors deems necessary to manage the affairs of the company.
No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.
RESUMES
BRUCE THOMSON has been the President, CEO, Treasurer, CFO, and Director of the Company since inception. From August 2004 to the present he has been President, CEO and a Director of Premium Petroleum Inc., a publicly-traded Wyoming corporation trading on the Pink Sheets that is in business of oil and gas exploration and development. From May 2004 to the present he has been Chairman
of Hallmark Financial Solutions Inc. of Vancouver, BC, a privately-held British Columbia corporation, providing consulting and investment services. From 2000 to 2004 he was a self-employed business consultant involved in venture capital finance operating out of Vancouver, BC.
Mr. Thomson graduated in 1970 from the University of British Columbia located in Vancouver, BC, obtaining the degree of Bachelor of Applied Science in Electrical Engineering (B.A.Sc.). Through option courses he also completed 50% of the required credits toward an MBA degree while studying engineering. In 1991 he passed the Canadian Securities Course from the Canadian Securities Institute and obtained a securities license allowing him to practice as an investment advisor to do venture capital financing and retail brokerage in Canada, which he did until April 2000.
During the period of 1982 to 1987 Mr. Thomson was a founding shareholder and director of Hycroft Resources and Development Corporation, a successful gold mining company which traded on the Toronto Stock Exchange. After raising over $50,000,000 in funding, the company's Cowfoot Project near Winnemucca, Nevada was put into production and yielded over 100,000 ounces of gold per year for 12 years.
Mr. Thomson has over 30 years of entrepreneurial business experience in private and public companies, with expertise in management, marketing, and finance.
SAMANTHA THOMSON has been the Secretary and a Director of the Company since inception. Since June 2004 she has been working as a Corporate Finance Associate for Craigdarloch Holdings Ltd. in Vancouver, BC; a Private Equity Fund that invests primarily in real estate development and various small venture capital projects. From May 2004 to the present she has been President of Hallmark Financial Solutions Inc. of Vancouver, BC, a privately held British Columbia corporation, providing consulting and investment services. From January 2003 to June 2004 she worked for Optimum Public Relations, a division of Cossette Communication; the largest marketing communications firm in Canada and a publicly-traded company. As an account coordinator, she implemented media relations initiatives for small to large blue chip companies.
From June 2001-September 2002 she attended Queensland University of Technology's school of business in Brisbane, Australia where she was awarded an academic scholarship and received a Masters of Business (Communications) (MBCom) degree in marketing communications. Prior to her studies at QUT, she attended the University of Louisiana, Lafayette where she received a Bachelor of Arts (B.A.) degree in public relations in December 2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Oliver Creek Resources' voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this prospectus:
No. of No. of
Name and Shares Shares Percentage of Ownership:
Address Before After Before After
Beneficial Owner (1) Offering Offering Offering Offering
---------------- -------- -------- -------- --------
Bruce Thomson 1,000,000 1,000,000 100% 50%
6952 Lanark Street
Vancouver, BC
Canada V5P 2Z7
Samantha Thomson 0 0 0% 0%
203 - 1508 West 2nd Ave.
Vancouver, BC
Canada V6J 1H2
All Officers and
Directors as a Group 1,000,000 1,000,000 100% 50%
----------
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(1) Each of the persons named above may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct holdings in the Company.
DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, par value $.001. The holders of common stock currently (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this Offering, when issued, will be fully paid for and non-assessable. Please refer to the Company's Articles of Incorporation, By-Laws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company's securities.
NON-CUMULATIVE VOTING
The holders of shares of common stock of the Company do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of the Company's directors. After this Offering is completed, the present stockholder will own 50% of the outstanding shares. (See "Principal Stockholders".)
CASH DIVIDENDS
As of the date of this prospectus, the Company has not declared or paid any cash dividends to stockholders. The declaration or payment of any future cash dividend will be at the discretion of the Board of Directors and will depend upon the earnings, if any, capital requirements and financial position of the Company, general economic conditions, and other pertinent factors. It is the present intention of the Company not to declare or pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in the Company's business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.
Our financial statements for the period from inception to the year ended January 31, 2006, included in this prospectus, have been audited by Armando C. Ibarra, Certified Public Accountants, 371 E Street, Chula Vista, CA 91910. We include the financial statements in reliance on their reports, given upon their authority as experts in accounting and auditing.
The Law Office of Michael M. Kessler, 3436 American River Drive, Suite 11, Sacramento, California 95864, Telephone (916) 239-4000, has passed upon the validity of the units being offered and certain other legal matters and is representing us in connection with this offering.
William G. Timmons, P.Eng. of 1016 - 470 Granville Street, Vancouver, B.C. has provided us with the geology report contained herein.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the By-Laws of the company, or otherwise, we have been advised 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.
In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or other control person in connection with the securities being registered, we will, unless in the opinion of our legal 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.
ORGANIZATION WITHIN THE LAST FIVE YEARS
Oliver Creek Resources Inc. was incorporated in Nevada on November 30, 2005 to engage in the business of acquisition, exploration and development of natural resource properties. At that time Bruce Thomson was named Director and President of the company and Samantha Thomson was named Director and Secretary of the company. At that time the Board of Directors voted to seek capital and begin development of our business plan. We received our initial funding of $10,000 through the sale of common stock to Mr. Thomson who purchased 1,000,000 shares of our Common Stock at $0.01 per share on November 30, 2005.
DESCRIPTION OF BUSINESS
We are an exploration stage company with no revenues and a limited operating history. Our independent auditor has issued an audit opinion for Oliver Creek which includes a statement expressing substantial doubt as to our ability to continue as a going concern. The source of information contained in this discussion is our geology report that has been included as Exhibit 99.3 to this prospectus.
There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of gold, copper and other minerals. The Thistle Claim, the only claim currently in the company's portfolio, consists of 2 unpatented mineral claims which have been prospected, sampled and staked. There is the possibility that the Thistle Claim does not contain any reserves and funds that we spend on exploration will be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve.
In this Prospectus a combination of Imperial and metric measures are used with respect to mineral properties located in Canada. Conversion rates from Imperial measure to metric and from metric to Imperial are provided below:
Imperial Measure = Metric Unit Metric Measure = Imperial Unit 2.47 acres 1 hectare 0.4047 hectares 1 acre 3.28 feet 1 metre 0.3048 metres 1 foot 0.62 miles 1 kilometre 1.609 kilometres 1 mile 0.032 ounces (troy) 1 gram 31.1 grams 1 ounce (troy) 1.102 tons (short) 1 tonne 0.907 tonnes 1 ton 0.029 ounces (troy)/ton 1 gram/tonne 34.28 grams/tonne 1 ounce (troy) ton |
GLOSSARY OF MINING TERMS
"Adit" An opening driven horizontally into the side of a
mountain or hill for providing access to a mineral
deposit.
"Agglomerate" A breccia composed of largely or entirely of fragments
of volcanic rock.
"Anomalous" A departure from the norm which may indicate the
presence of mineralization
"Argillite" A metamorphic rock, intermediate between shale and
slate, that does not possess true slate cleavage
"Basalt" An extrusive volcanic rock
"BCDM" British Columbia Department of Mines
"Breccia" A rock in which angular fragments are surrounded by a
mass of fine-grained minerals
"Chalcopyrite" A sulphide mineral of copper and iron; the most
important ore mineral in copper
"Chert" A variety of silica that contains microcrystalline
quartz
"Chlorite" A dark green, soft, flaky mineral similar to mica; it
is common as an alteration or metamorphic mineral
"Clastic Rock" A sedimentary rock composed principally of fragments
derived from pre-existing rocks and transported
mechanically to their place of deposition
"Copper" or "Cu" A reddish or salmon-pink isometric mineral, the native
metallic element of copper. It is ductile and
malleable, a good conductor of heat and electricity,
usually dull and tarnished
"Diamond drill" A rotary type of rock drill that cuts a core of rock
that is recovered in long cylindrical sections
"Diorite" An intrusive igneous rock composed chiefly of sodic
plagioclase, hornblende, biotite or pyroxene
"Epidote" A common crystallized calcium, aluminum, iron mineral
"Fault" A fracture dividing a rock into two sections that have
visibly moved relative to each other
"Feldspars" silicate minerals which occur in igneous rocks -
plagioclase contains calcium and sodium
"Flows" Volcanic rock formed from lava that flowed out onto
the earth's surface
"Galena" A lead sulphide - the most common ore mineral of lead
"Geological mapping" The process of observing and measuring geological
features in a given area and plotting these features,
to scale, onto a map
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"Geophysical survey" A method of exploration that measures the physical
properties of rock formations including magnetism,
specific gravity, electrical conductivity and
resistance
"Gold" or "Au" A heavy, soft, yellow, ductile, malleable, metallic
element. Gold is a critical element in computer and
communications technologies
"Granodiorite" Igenous rock, less felsic than granite, typically
light in color; rough plutonic equivalent of dacite
"Isolated Rafts" Literally small bodies of a rock unit that "sit" on
top of a different rock
"Jurassic" Epoch in Earth history from about 135 million to 190
million years ago Also refers to the rocks and
sediment deposited in that epoch
"Lead" or "Pb" Heavy, easily fusible soft malleable base metal of
dull pale bluish-grey colour
"Limestones" A sedimentary rock composed primarily of calcium
carbonate
"Mafic" Class of rock which crystallizes from silicate
minerals at relatively high temperatures. It is also
sometimes called basalt
"Marble" A metamorphic rock derived from the re-crystallization
of limestone by the application of heat and pressure
"Massive sulphide
mineralization" Mineralization that contains a variety of different
sulphide minerals - usually includes - sphalerite,
chalcopyrite, pyrite and pyrrhotite.
"Metamorphic" A rock that has undergone chemical or structural
changes (heat, pressure, or a chemical reaction) that
causes changes to its original state - High-grade
metamorphic is a large amount of change
"Mineral claim" A portion of land held either by a prospector or a
mining company, in British Columbia each claim is 500m
x 500m (1,640 ft2)
"MINFILE" A government data base detailing mineral occurrences
in BC
"Monzonite" A felsic igneous rock usually light colored with > 20%
quartz content
"Ore" A mixture of mineralized rock from which at least one
of the metals can be extracted at a profit
"Permian" Epoch in earths history about 290-248 million years
ago
"Pillow" Basalts erupting under water form pillows, mounds of
elongated lava formed by the repeated oozing and
hardening of the hot basalt
"Precious metal" Any of several metals, including gold and platinum,
that have high economic value - metals that are often
used to make coins or jewelry
"Pyrite" A yellow iron sulphide mineral - sometimes referred to
as "fools gold"
"Pyrrhotite" A bronze colored, magnetic iron sulphide mineral
"Quartz" Common rock forming mineral consisting of silicon and
oxygen
"Schists" A coarse-grained, strongly foliated metamorphic rock
that develops from phyllite and splits easily into
flat, parallel slabs
"Sedimentary rocks" Secondary rocks formed from material derived from
other rocks and laid down underwater.
"Sericite" A term for a fine-grained white mica, mainly Muscovite
or Paragonite
"Shale" A sedimentary rock composed of fine sediment particles
- tend to be red, brown, black, or gray, and usually
originate in relatively still waters
"Silver" or "Ag" A white metallic element that is ductile, very
malleable and capable of a high polish. This precious
metal has major industrial applications in
photography, x-rays, electronics and electrical
contacts, batteries, brazing alloys, catalysts,
mirrors, jewelry and sterlingware
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"Soil sampling" The collecting of samples of soil, usually 2 pounds
per sample, from soil thought to be covering
mineralized rock. The samples are submitted to a
laboratory that will analyze them for mineral content
"Sphalerite" A zinc sulphide mineral; the most common ore mineral
of zinc
"Stockwork" A complex system of structurally controlled or
randomly oriented veins, also referred to as stringer
zones
"Trenching" The digging of long, narrow excavation through soil,
or rock, to expose mineralization
"Tuff" Rock composed of fine volcanic ash
"Vein" A crack in the rock that has been filled by minerals
that have traveled upwards from a deeper source
"Volcanic rocks" Igneous rocks formed from magma that has flowed out or
has been violently ejected from a volcano
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"Zinc" or "Zn" A white metallic element
GENERAL INFORMATION
The one property in the Company's portfolio, on which the net proceeds of the offering will be spent, is the Thistle Claim, consisting of 32 cell units staked and recorded online as per British Columbia Regulations. The mineral claims have a total surface area of approximately 677 hectares (1,673 acres). The property is located 16 kilometers (10 miles) southeast of Port Alberni, British Columbia on Vancouver Island. Access is provided to the claim off the main Port Alberni to Bampton road via logging roads. The topography and relief is fairly rugged extending from 400 meters (1,312 feet) to 1200 meters (3,937 feet) in elevation.
At the current time the property is without known reserves and the proposed program is exploratory in nature. We have not carried out any exploration work on the claim and have incurred no exploration costs. The future cost of exploration work on the property is disclosed in detail in the Plan of Operation section of this prospectus.
There is not a plant or any equipment currently located on the property. The Thistle Claim has been prospected, sampled and staked.
It is expected that the initial exploration phase will be supported by generators, however; hydro electrical power lines are located in the area. Water required for exploration and development of the claim is available from the major river drainages that flow year round as well as many subsidiary creeks.
The initial phase of exploration will consist of the detailed geological mapping of all roads within and buttressing the claim and silt sampling of every drainage or draw (soil sampling if necessary). This work is important in establishing the base and anomalous geochemical values and the structural implication of the drainages as faults or contacts. The Phase I budget will cover detailed geological mapping; silt (soil if necessary) geochemical sampling, geophysical surveying and trenching of the defined zones; and prospecting. It is estimated to cost $44,000 and take approximately 8 weeks to complete. We plan to commence Phase 1 of the exploration program on the claims in summer or fall 2006.
The Phase II exploration program is contingent upon the success of the Phase I program and our ability to raise additional funds to cover the costs. Diamond drilling is foreseen to be the logical next step. The minimum estimated cost of the Phase II program is $195,000 and will take approximately four months to complete, including the collection and interpretation of all exploration data. Based on previous work in the area and the zones on the Thistle Claim, our geologist considers the property an attractive exploration target for copper and gold mineralization. In general we would like to have indications that the mineralization is worth at least US $100 per ton (gross metal value) to further explore and develop the claim. If a large mineralized vein system is present the project could be developed on a large scale and conversely if a smaller mineralization vein system is present then the property could be developed on a smaller scale. In the event that a mineral body that is amiable to bulk mining (open pit) style development is located then we estimate the mineralization should be worth at least $US 10 per ton (gross metal value).
The discussions contained herein are management's estimates. Because we have not commenced our exploration program we cannot provide a more detailed discussion of our plans if we find a viable store of minerals on our property, as there is no guarantee that exploitable mineralization will be found, the quantity or type of minerals if they are found and the extraction process that will be required. We are also unable to assure you we will be able to raise the additional funding from the exercise of the warrants to proceed with any subsequent work on the claims if mineralization is found in Phase 1.
ACQUISITION OF THE THISTLE CLAIM
The claim is currently held in trust in the name of our president, Bruce Thomson. The claim was purchased from Kokanee Placer, Ltd., an unrelated mining property vendor, for $500 CDN (approximately $435 USD).
Tenure
Claim Name Units Record # Expiry Date Map Sheet Owner
---------- ----- -------- ----------- --------- -----
THISTLE 1 10 508188 Mar 1/07 MO92F02E B. Thompson
THISTLE 4 22 528359 Feb 15/07 MO92F02E B. Thompson
TOTAL 32 UNITS 676.90 Hectares
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REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
Title to the property has already been granted to our president and director, Bruce Thomson, who holds the claim in trust for the Company. To obtain a Free Miner's Certificate, which is required to hold a mining claim in British Columbia, Section 8(1) of the B.C. Mineral Tenure Act (MTA) stipulates that a
corporation must be registered under the British Columbia Business Corporations Act. Section 8(2) of the MTA stipulates that an individual applicant must either be a resident of Canada or be authorized to work in Canada. As the corporation is not registered in British Columbia the claim is held in trust for the company by Mr. Thomson, as he is eligible as a Canadian citizen. The mineral title claim has been registered with the Government of British Columbia and a title search has been done to ensure there are no competing claims to the property.
All claims staked in British Columbia require $4 per hectare worth of assessment work to be undertaken in year 1 through 3, followed by $8 per hectare per year thereafter. For our claim this would require $2,708 in exploration costs for year 1 through 3, and $5,416 per year thereafter. In order to retain title to the property exploration work costs must be recorded and filed with the British Columbia Department of Energy Mines and Petroleum Resources ("BCDM"). The BCDM charges a filing fee, equal to 10% of the value of the work recorded, to record the work.
LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE
The claim is located southeast of Port Alberni, British Columbia on Vancouver Island. Access is provided to the claim off the main Port Alberni to Bamfield road via logging roads. The property is accessible 6 kilometres (4 miles) up a logging road from the Port Alberni - Bamfield road.
The climate is mild, typical of the Vancouver Island area, and is such that the lower and middle elevations will be workable year round with little difficulty. Higher ground may require snow machines or similar track mounted vehicles. All the major river drainages flow year round as do many subsidiary creeks.
The area is an active logging region with plenty of heavy equipment and operators available for hire. Most live in Port Alberni, Parkside or Nanimo. All these population centres, totalling almost 20,000 people, are within a one hour drive of the project and provide all amenities including police, hospitals, groceries, fuel, helicopter services, hardware and other necessary items. Drilling companies and assay facilities are located in Campbell River on the island or in Vancouver.
[MAP SHOWING THE THISTLE PROPERTY LOCATION]
[MAP SHOWING THISTLE PROPERTY CLAIMS OUTLINE]
PHYSIOGRAPHY
The topography and relief is fairly rugged extending from 400 meters (1,312 feet) to 1200 meters (3,937 feet) in elevation. The forested slopes are being actively logged with some areas of re-growth typical of this area of British Columbia. There is a mix of cedar, hemlock, spruce trees with alder, willow and cottonwood on old roads and poorly drained areas. Undergrowth brush is salal, devil's club and assorted berry bushes.
HISTORY
Gold was discovered in the area in the late part of the 19th century. Initial exploration occurred at that time with several showings around the Debbie Mine being discovered and developed by trenching and adits.
A second period of discovery and exploitation occurred in the mid to late 1930's and early 1940's which saw several new showings discovered and the bulk of the showings and occurrences were mined, including the Thistle Mine to the north of this property. Some post-war mining occurred but most of the area was under-explored until the 1980's.
During this last period of activity in the 1980's Westmin developed a reserve on the Debbie Mine area of 471,956 tonnes grading 6.23 grams (Minfile Report # 092F 079). Three showings were identified on or adjacent to the property; Thistle (Minfile Report # 092F 083); Saddle (Minfile Report # 092F 442); and Douglas (Minfile Report # 092F 443) during this period.
Little further exploration has been conducted in the area since the 1980's.
Previous work completed in the area is helpful as it provides some indication as to the type, grades and location of minerals present in the area, though there is no guarantee the previous work will result in any exploitable mineral deposits on our claim.
REGIONAL GEOLOGY
This area is part of the Insular belt of the Cordillera of volcanics, crystalline rocks and minor sediments of the geological province of Wrangallia and represents its western most portion. This terrain is the trailing edge of the Wrangallia geologic province as it was being rafted on to the North American Craton.
The eastern portion of Vancouver Island is underlain by the Palaeozoic Sicker
Group sediments and Upper Triassic basalts with minor carbonates and clastic
sediments. These units which underlie the subject property of this report have
been intruded by the Early -Middle Jurassic Island Plutonic Suite (granodiorite
- monzonite - diorite) which is coeval or late stage part of the volcanic island
arc sequence.
Basaltic flows and pillow basalt of the Triassic Karmutsen Formation (Vancouver Group) are underlain by a complexly inter-layered succession of volcanics and sediments of the Paleozoic Sicker and Mississippian to Lower Permian Buttle Lake groups. These include basaltic flows, agglomerates and bedded tuffs of the Upper Devonian McLaughlin Ridge Formation (Myra Formation), Sicker Group and limestones and marbles of the Upper Pennsylvannian to Lower Permian Mount Mark Formation (Buttle Lake Group, previously Buttle Lake Formation).
PROPERTY GEOLOGY AND MINERALIZATION
Basaltic flows and pillow basalt of the Triassic Karmutsen Formation (Vancouver Group) are underlain by a complexly inter- layered succession of volcanics and sediments of the Paleozoic Sicker and Mississippian to Lower Permian Buttle Lake groups. These include basaltic flows, agglomerates and bedded tuffs of the Upper Devonian McLaughlin Ridge Formation (Myra Formation), Sicker Group and limestones and marbles of the Upper Pennsylvannian to Lower Permian Mount Mark Formation (Buttle Lake Group, previously Buttle Lake Formation). Disseminated to massive sulphide mineralization, consisting of pyrite, chalcopyrite and minor pyrrhotite plus sulphide rich quartz-carbonate veins, occur in sheared pyritic quartz-sericite schists with chloritized mafic volcanic flows ("Mine Flow Unit") and tuffs of the Upper Devonian McLaughlin Ridge Formation. One zone of semi-massive pyrite, up to 10 centimetres thick and 50 centimetres long, occurs in McLaughlin Ridge basalts on the property which a sample across the zone assayed 2.1 grams per ton gold.
Drilling in 1988 in this area, encountered a stockwork of hematitic quartz-carbonate veinlets containing disseminated pyrrhotite and chalcopyrite assayed 1.19 grams per tonne gold, 0.0024 per cent copper, 0.0023 per cent zinc, trace silver and trace lead. Another occurrence of copper-gold mineralization in basaltic rocks of the McLaughlin Ridge Formation assayed 2.47 grams per tonne gold and 0.16 per cent copper. Mineralization is associated with the common chloritic alteration, but chlorite-epidote-carbonate-quartz alteration is also present.
Mineralization consists of pyrite, chalcopyrite and galena in quartz veins with associated quartz-carbonate and sericite alteration in sheared pillowed volcanics and breccia was also found on the southern part of the claim. The alteration occurs over a width of 100 metres and to the east finely laminated argillite with 10 - 20% pyrite occurs as an inlier between basaltic and cherty tuff. Assays of almost 2 grams gold were recorded.
[MAP SHOWING THISTLE CLAIM REGIONAL GEOLOGY]
COMPETITION
We do not compete directly with anyone for the exploration or removal of minerals from our property as we hold all interest and rights to the claim. Readily available commodities markets exist in Canada and around the world for the sale of gold, copper and other minerals. Therefore, we will likely be able to sell any gold, copper or other minerals that we are able to recover.
We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as bulldozers and excavators that we will need to conduct exploration. We have not yet attempted to locate or negotiate with any suppliers of products, equipment or services and will not do so until funds are received from this offering. If we are unsuccessful in securing the products, equipment and services we need we may have to suspend our exploration plans until we are able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in British Columbia specifically.
The initial steps of exploration can be carried out without permitting or notification to any government body as it is deemed "low-disturbance/low-impact" by the British Columbia Department of Energy Mines and Petroleum Resources (BCDM).
With respect to the mechanized trenching or diamond drilling a plan of operation will need to be filed with the BCDM. This plan will detail the extent, location and amount of surface disturbance for the trenching and/or drilling. As the amount of trenching and drilling (initially) will be limited, the permit should be issued within 30 days. We will be required to obtain a refundable bond in the amount of $3,000 - $5,000 (depending on the anticipated amount of disturbance). The bond is to ensure that we reclaim or repair the disturbance caused by the trenching and drilling. Usually this reclaiming work entails filling in and smoothing the surface at trenching sites, clean up and removal of any work material, and seeding native grass/plants at the site of any disturbance.
In the event that trees larger than 6 inches in diameter need to be cut down, a permit will need to be obtained from the BC Ministry of Forests. This usually takes less than 30 days to obtain. We will try to adjust the areas we work at and trench around larger trees (initially) to avoid any disturbance to larger trees. If the disturbance to larger trees is unavoidable then a permit to cut will be obtained.
There are nominal costs involved in obtaining the BCDM or Forestry permits (less than $100.00). The bond required by the BCDM is returned (with interest) upon proper clean up of the site. There will be costs for the crew and equipment required to fill in the trenches etc., but as heavy equipment is available locally, and the amount of disturbance is expected to be minimal, the costs will be most likely be less than $2,000. (1 day - crew & equipment)
All claims staked in British Columbia require $4 per hectare worth of assessment work to be undertaken in year 1 through 3, followed by $8 per hectare per year thereafter. In order to retain title to the property exploration work costs must be recorded and filed with the British Columbia Department of Energy Mines and Petroleum Resources ("BCDM"). The BCDM charges a filing fee, equal to 10% of the value of the work recorded, to record the work.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR CONTRACTS
We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception. We paid $2,000 CDN ($1,745 US) for the geology report. The payment was made subsequent to our January 31, 2006 audited financials.
NUMBER OF EMPLOYEES
We currently have two employees, both of which are our executive officers, namely, Bruce Thomson and Samantha Thomson. Mr. Thomson currently devotes 7 - 10 hours per week to company matters and after receiving funding he plans to devote as much time as the board of directors determines is necessary to manage the affairs of the company. Ms. Thomson, currently devotes approximately 5 hours per month to company matters, but will be available to assist Mr. Thomson with some of his duties as and when needed. There are no formal employment agreements between the company and our current employees.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-B for a small business issuer under the Securities Exchange Act of 1934. We will become subject to disclosure filing requirements once our SB-2 registration statement becomes effective, including filing Form 10K-SB annually and Form 10Q-SB quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
PLAN OF OPERATION
Our current cash balance is $10,022. Until approximately June of 2006, we believe our cash balance is sufficient to fund our limited levels of operations. If we experience a shortage of funds prior to funding we may utilize funds from Mr. Thomson, one of our directors, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to Oliver Creek. In order to achieve our business plan goals, we will need the funding from this offering. We are an exploration stage company and have generated no revenue to date. We have sold $10,000 in equity securities to pay for our minimum level of operations.
Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach that point.
Our exploration target is to find exploitable minerals on our property. Our success depends on achieving that target. There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of gold, copper and other minerals. There is the possibility that the Thistle Claim does not contain any reserves and funds that we spend on exploration will be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds to bring our claim to production. We are unable to assure you we will be able to raise the additional funds necessary through the exercise of the warrants to implement any future exploration or extraction program even if mineralization is found.
Our plan of operation for the twelve months following the date of this prospectus is to complete the first phase of exploration programs on the Thistle Claim consisting of detailed geological mapping; silt (soil if necessary) geochemical sampling; geophysical surveying and trenching of the defined zones; and prospecting. In addition to the $44,000 we anticipate spending for Phase I of the exploration program as outlined below, we anticipate spending an additional $16,000 on professional fees, including fees payable in connection with the filing of this registration statement and complying with reporting obligations, and general administrative costs. Total expenditures over the next 12 months are therefore expected to be $60,000, which is the amount to be raised in this offering and our cash on hand. We will require the funds from this offering to proceed.
PHASE I
The initial phase of exploration on the claim will consist of the detailed geological mapping of all roads within and buttressing the claims and silt sampling of every drainage or draw (soil sampling if necessary). This work is important in establishing the base and anomalous geochemical values and the structural implication of the drainages as faults or contacts. The Phase I budget will cover detailed geological mapping; silt (soil if necessary) geochemical sampling, geophysical surveying and trenching of the defined zones; and prospecting. It is estimated to cost $44,000 and take approximately 8 weeks to complete. We plan to commence Phase 1 of the exploration program on the claim in summer or fall 2006.
BUDGET - PHASE I (ALL FIGURE ARE US$)
1. Geological Mapping including rock assays $12,000
2. Geochemical surveying; soil and silts 300 samples & assays $ 8,000
3. Equipment rental vehicles & materials $ 5,000
4. Fuel, Food, Field Supplies $ 3,800
5. Geophysical Surveying (magnetometer and VLF EM) $11,000
6. Trenching & sampling $ 2,200
7. Report writing, Supervision, Travel $ 2,000
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GRAND TOTAL - PHASE I $44,000
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PHASE II:
The Phase II exploration program is contingent on the success of the Phase I program. Diamond drilling is foreseen to be the logical next step. The minimum estimated cost of the Phase II program is $195,000. The soonest we would anticipate beginning Phase II would be in late spring or summer 2007.
1. Follow-up Detailed Geology & sampling $ 13,000
2. Drilling 1000 metres at $105/ metre $105,000
3. Assays 400 @ $20 per assay $ 8,000
4. Permitting $ 25,000
5. Supervision, Travel Report preparation & Contingency $ 44,000
--------
GRAND TOTAL - PHASE II $195,000
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The above program costs are management's estimates based upon the recommendations of the professional geologist's report and the actual project costs may exceed our estimates. To date, we have not commenced exploration on the Thistle Claim.
We plan to commence the phase one exploration program on the claim in summer or fall 2006. The program should take approximately two months to complete. Following phase one of the exploration program, if it proves successful in identifying mineral deposits and we are able to raise the necessary funds through the exercise of the warrants, of which there is no guarantee, we intend to proceed with phase two of our exploration program. The estimated cost of this program is $195,000 and will take approximately four months to complete.
Subject to financing, we anticipate commencing the second phase of our exploration program in late spring or summer 2007. We do not have any verbal or written agreement regarding the retention of any qualified engineer or geologist for our planned exploration program. We will require additional funding from the exercise of the warrants to proceed with any subsequent recommended drilling work on the claim. We cannot provide investors with any assurance that we will be able to raise sufficient funds from the exercise of the warrants to fund any work after the first phase of the exploration program.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an evaluation of our performance. We are an exploration stage company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our property, and possible cost overruns due to increases in the cost of services.
To become profitable and competitive, we must conduct the exploration of our properties before we start into production of any minerals we may find. We are seeking funding from this offering to provide the capital required for the first phase of our exploration program. We believe that the funds from this offering will allow us to operate for one year.
We have no assurance that future financing from the sale of the warrants will materialize. If that financing is not available to us for the second phase of our exploration program we may be unable to continue or expand our operations.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the units required. If we are successful any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. If the first phase of our exploration program is successful in identifying mineral deposits we will attempt to raise the necessary funds by the shareholders exercising the warrants held by them. If we do not raise the funds necessary to proceed from the exercise of the warrants, we may consider alternative sources of funding such as a second public offering, a private placement of our securities or loans from our director or others.
Mr. Thomson, one of our directors, has agreed to advance funds as needed until the offering is completed or failed and has agreed to pay the cost of reclamation of the property should exploitable minerals not be found and we abandon the second phase of our exploration program. While he has agreed to advance the funds, the agreement is verbal and is unenforceable as a matter of law.
The one property in the Company's portfolio, on which the net proceeds of the offering will be spent, is the Thistle Claim, consisting of 32 cell units staked and recorded online as per British Columbia Regulations. The mineral claims have a total surface area of approximately 677 hectares (1,673 acres). At the current time the property is without known reserves and the proposed program is exploratory in nature. We have not carried out any exploration work on the claim and have incurred no exploration costs.
We received our initial funding of $10,000 through the sale of common stock to Mr. Thomson, one of our officers and directors, who purchased 1,000,000 shares of our common stock at $0.01 per share on November 30, 2005. From inception until the date of this filing we have had limited operating activities. Our financial statements from inception (November 30, 2005) through the year ended January 31, 2006 report no revenues and a net loss of $8.
CRITICAL ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a January 31, year-end.
B. BASIC EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective November 30, 2005 (inception).
Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
D. 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 reporting period. Actual results could differ from those estimates. In accordance with FASB 16 all adjustments are normal and recurring.
E. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
F. NEW ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company expects the adoption of this standard will have a material impact on its financial statements.
In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handing costs, and spoilage. This statement requires that those items be recognized as current period charges regardless of whether they meet the criterion of "so abnormal" which was the criterion specified in ARB No. 43. In addition, this Statement requires that allocation of fixed production overheads to the cost of production be based on normal capacity of the production facilities. This pronouncement is effective for the Company beginning October 1, 2005. The Company has not yet assessed the impact on adopting this new standard.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29 "effective for non-monetary asset exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No. 153 requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. SFAS No. 153 is not expected to have a material effect on the company's Consolidated Financial Statements.
In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections
- a Replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS 154
requires retrospective application to prior period financial statements of
changes in accounting principle, unless it is impracticable to determine either
the period-specific effects or the cumulative effect of the change. SFAS 154
also redefines "restatement" as the revising of previously issued financial
statements to reflect the correction of an error. This statement is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Company does not believe that the adoption of SFAS
154 will have a significant impact on the financial statements.
DESCRIPTION OF PROPERTY
We currently utilize space at the premises of Bruce Thomson, an officer and director of the company. The company pays Mr. Thomson $100 per month rent. The premises are located at 6952 Lanark Street, Vancouver BC, Canada V5P 2Z7. The facilities include an answering machine, a fax machine, computer and office equipment. We intend to use these facilities for the time being until we feel we have outgrown them. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Thomson, the officer and a director of the corporation. Beginning February 1, 2006 the company will pay Mr. Thomson $100 per month rent for the use of the premises.
Bruce Thomson is the father of Samantha Thomson.
As of January 31, 2006, there is a total of $30 that has been forwarded by Bruce Thomson to the Company with no specific repayment terms.
Mr. Thomson and Ms. Thomson, the officers and directors of the company, will not be paid for any underwriting services that they perform on our behalf with respect to this offering. Mr. Thomson will also not receive any interest on any funds that he advances to us for offering expenses prior to the offering being closed. Any funds loaned will be repaid from the proceeds of the offering.
On November 30, 2005, a total of 1,000,000 shares of Common Stock were issued to Mr. Thomson in exchange for $10,000 US, or $.01 per share. All of such shares are "restricted" securities, as that term is defined by the Securities Act of 1933, as amended, and are held by an officer and director of the Company. (See "Principal Stockholders".)
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
We plan to contact a market maker immediately following the effectiveness of our Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Oliver Creek Resources, nor, anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities.
As of the date of this filing, there is no public market for our securities. There has been no public trading of our securities, and, therefore, no high and low bid pricing. As of the date of this prospectus Oliver Creek had one shareholder of record. We have paid no cash dividends and have no outstanding options.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. 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).
A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks 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/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:
- contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary actions;
- defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
- contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the transaction;
- the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
- monthly account statements showing the market value of each penny stock held in the customer's account.
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 their securities.
REGULATION M
Our officers and directors, who will offer and sell the units, are aware that they are required to comply with the provisions of Regulation M, promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officer and directors, sales agent, any broker-dealer or other person who participate in the distribution of shares in this offering 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.
REPORTS
We will become subject to certain filing requirements and will furnish annual financial reports to our stockholders, certified by our independent accountant, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.
TRANSFER AGENT
The stock transfer agent for our securities is Holladay Stock Transfer, 2939 North 67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.
EXECUTIVE COMPENSATION
Our current officers receive no compensation. The current Board of Directors is comprised of Mr. Bruce Thomson and Ms. Samantha Thomson.
Summary Compensation Table
Other
Name & annual Restricted All other
principle compen- stock Options LTIP compen-
position Year Salary($) Bonus($) sation($) awards($) SARs($) Payouts($) sation($)
-------- ---- --------- -------- --------- --------- ------- ---------- ---------
B Thomson 2005 -0- -0- -0- -0- -0- -0- -0-
President
S Thomson 2005 -0- -0- -0- -0- -0- -0- -0-
Secretary
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There are no current employment agreements between the company and its executive officers.
On November 30, 2005, a total of 1,000,000 shares of Common Stock were issued to Mr. Thomson in exchange for cash in the amount of $10,000 U.S., or $.01 per share.
The terms of these stock issuances were as fair to the company, in the opinion of the Board of Directors, as could have been made with an unaffiliated third party. In making this determination they relied upon the fact that the 1,000,000 shares were valued at $0.01and purchased for $10,000 in cash.
The officers currently devote an immaterial amount of time to manage the affairs of the company. Mr. Thomson currently devotes approximately 7 - 10 hours per week, and Ms. Thomson 5 hours per month. They have agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
FINANCIAL STATEMENTS
The financial statements of Oliver Creek Resources for the year ended January 31, 2006, and related notes, included in this prospectus have been audited by Armando C. Ibarra, Certified Public Accountants, and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ARMANDO C. IBARRA
Certified Public Accountants
A Professional Corporation
Armando C. Ibarra, C.P.A. Members of the California Society of
Certified Public Accountants
Armando Ibarra, Jr., C.P.A., JD Members of the of American Institute
of Certified Public Accountants
Registered with the Public Company
Accounting Oversight Board
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Oliver Creek Resources Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheet of Oliver Creek Resources Inc. (An Exploration Stage Company) as of January 31, 2006, and the related statements of operations, changes in stockholders' equity, and cash flows for the period of November 30, 2005 (inception) to January 31, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United Stated). These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 the Company as of January 31, 2006, and the results of its operations and its cash flows for the period of November 30, 2005 (inception) to January 31, 2006, in conformity with US generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is currently in the development stage. Because of the Company's current status and limited operations there is substantial doubt about its ability to continue as a going concern. Management's plans in regard to its current status are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Armando C. Ibarra, CPA ------------------------------ Armando C. Ibarra, CPA Chula Vista, Ca. February 23, 2006 |
ASSETS
CURRENT ASSETS
Cash $ 10,022
--------
TOTAL CURRENT ASSETS 10,022
--------
TOTAL ASSETS $ 10,022
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LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Loan Payable - (related party) $ 30
--------
TOTAL CURRENT LIABILITIES 30
TOTAL LIABILITIES 30
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 1,000,000 shares issued and outstanding
as of January 31, 2006 1,000
Additional paid-in capital 9,000
Deficit accumulated during exploration stage (8)
--------
TOTAL STOCKHOLDERS' EQUITY 9,992
--------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 10,022
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See Notes to Financial Statements
REVENUES
Revenues $ --
-----------
TOTAL REVENUES --
GENERAL & ADMINISTRATIVE EXPENSES 8
-----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (8)
-----------
NET INCOME (LOSS) $ (8)
===========
BASIC EARNINGS PER SHARE $ (0.00)
===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,000,000
===========
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See Notes to Financial Statements
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, NOVEMBER 30, 2005 -- $ -- $ -- $ -- $ --
Stock issued for cash on November 30, 2005
@ $0.01 per share 1,000,000 1,000 9,000 10,000
Net loss, January 31, 2006 (8) (8)
--------- ------ ------ ----- -------
BALANCE, JANUARY 31, 2006 1,000,000 $1,000 $9,000 $ (8) $ 9,992
========= ====== ====== ===== =======
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See Notes to Financial Statements
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (8)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Loan payable - (related party) 30
--------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 22
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 1,000
Additional paid-in capital 9,000
--------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 10,000
--------
NET INCREASE (DECREASE) IN CASH 10,022
CASH AT BEGINNING OF YEAR --
--------
CASH AT END OF YEAR $ 10,022
========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ --
========
Income Taxes $ --
========
|
See Notes to Financial Statements
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2006
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Oliver Creek Resources Inc. (the Company) was incorporated under the laws of the State of Nevada on November 30, 2005. The Company was formed to engage in the acquisition, exploration and development of natural resource properties.
The Company is in the exploration stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has not commenced operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a January 31, year-end.
B. BASIC EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective November 30, 2005 (inception).
Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
D. 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 reporting period. Actual results could differ from those estimates. In accordance with FASB 16 all adjustments are normal and recurring.
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2006
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
E. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis. The Company had no operations during the period from November 30, 2005 (inception) to January 31, 2006 and generated a net loss of $8. This condition raises substantial doubt about the Company's ability to continue as a going concern. Because the Company is currently in the exploration stage and has minimal expenses, management believes that the company's current cash of $10,022 is sufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario or until they raise additional funding.
Management plans to raise additional funds through debt or equity offerings. Management's current plan includes a SB-2 registration statement with the U.S. Securities and Exchange Commission of 1,000,000 units for sale at $.05 per unit to raise capital of $50,000 to implement their business plan. Each unit will consist of one share and two share purchase warrants. Each share purchase warrant will be valid for a period of two years and will be exercisable at a price of $.10 per share. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of common.
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2006
NOTE 5. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Beginning February 1, 2006 the Company will pay a director $100 per month for use of office space and services. Both officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities as they become available, they may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
Neither Bruce Thomson nor Samantha Thomson, officers and directors of the Company, will be paid for any underwriting services that they perform on behalf of the Company with respect to the Company's upcoming SB-2 offering. They will also not receive any interest on any funds that they advance to the Company for offering expenses prior to the offering being closed which will be repaid from the proceeds of the offering.
As of January 31, 2006, there is a total of $30 that has been forwarded by Bruce Thomson to the Company with no specific repayment terms.
NOTE 6. NET OPERATING LOSSES
As of January 31, 2006, the Company has a net operating loss carryforwards of approximately $8. Net operating loss carryforward expires twenty years from the date the loss was incurred.
NOTE 7. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.
On November 30, 2005 the Company issued a total of 1,000,000 shares of common stock to one director for cash in the amount of $0.01 per share for a total of $10,000.
As of January 31, 2006 the Company had 1,000,000 shares of common stock issued and outstanding.
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2006
NOTE 8. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes of capital stock as of January 31, 2006:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 1,000,000 shares issued and outstanding.
Dealer Prospectus Delivery Obligation
"UNTIL ______________, 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 DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS."
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Oliver Creek's By-Laws allow for the indemnification of the officers and directors in regard to their carrying out the duties of their offices. The board of directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of any fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a pleas of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the
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corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction, determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys fees, actually and reasonably incurred by him in connection with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or advanced pursuant to section 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this section do not affect any rights to advancement of expenses to which corporate personnel other than director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:
a. Does not include any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while
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holding his office, except that indemnification, unless ordered by a court pursuant to section 2 or for the advancement of expenses made pursuant to section 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omission involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
b. Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the General Corporation Law of Nevada, as amended from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933 for directors, officers or persons controlling Oliver Creek Resources, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of the offering are denoted below. Please note all amounts are estimates other than the Commission's registration fee.
Securities and Exchange Commission registration fee $ 27
Accounting fees and expenses $2,000
Legal fees $1,500
Preparation and EDGAR conversion fees $1,500
Transfer Agent fees $ 700
Printing $ 273
------
Total $6,000
======
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RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.
On November 30, 2005, a total of 1,000,000 shares of Common Stock were issued in exchange for $10,000 US, or $.01 per share. These securities were issued to an officer and director of the company.
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EXHIBITS
Exhibit 3.1 Articles of Incorporation Exhibit 3.2 Bylaws Exhibit 5 Opinion re: Legality Exhibit 10 Mineral Titles Exhibit 23.1 Consent of counsel (See Exhibit 5) Exhibit 23.2 Consent of independent auditor Exhibit 23.3 Consent of professional geologist Exhibit 99.1 Subscription Agreement Exhibit 99.2 Draft Warrant Agreement Exhibit 99.3 Geology Report |
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers of 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;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low and high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent 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 additional or changed material information on the plan of
distribution.
2. That, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered herein, and that the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the By-Laws of the
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company, or otherwise, we have been advised 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.
In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or other control person in connection with the securities being registered, we will, unless in the opinion of our legal 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.
5. For determining any liability under the Securities Act, we shall treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us under Rule 424(b)(1), or (4), or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.
6. For determining any liability under the Securities Act, we shall treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that the offering of the securities at that time as the initial bona fide offering of those securities.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the city of Vancouver BC, on March 7, 2006.
Oliver Creek Resources Inc.
/s/ Bruce Thomson
--------------------------
By: Bruce Thomson
(Principal Executive Officer)
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In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following person in the capacities and date stated.
/s/ Bruce Thomson March 7, 2006
------------------------------------- -------------
Bruce Thomson, President Date
(Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer)
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EXHIBIT 3.1
ARTICLES OF INCORPORATION
of
OLIVER CREEK RESOURCES INC.
A Nevada Corporation
I, the undersigned, being the original incorporator herein named, for the purpose of forming a corporation under and pursuant to Chapter 78 of the Nevada Revised Statutes, the general corporation laws of the State of Nevada, to do business both within and without the State of Nevada, do make and file these Articles of Incorporation hereby declaring and certifying that the facts herein stated are true:
ARTICLE I
NAME
The name of the corporation is OLIVER CREEK RESOURCES INC.
ARTICLE II
PRINCIPAL OFFICE
Section 2.01 RESIDENT AGENT. The name and address of its resident agent for service process is Resident Agents of Nevada, Inc. 711 S. Carson, Suite 4, Carson City, Nevada 89701.
Section 2.02 OTHER OFFICES. The corporation may also maintain offices for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of directors and stockholders held outside the State of Nevada with the same effect as if in the State of Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 NUMBER AND CLASS. The amount of the total authorized capital stock of this corporation is Seventy-Five Million (75,000,000) shares with a par value of $0.001 designated as Common Stock. The Common Stock may be issued from time to time without action by the stockholders. The Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.
The Board of Directors may issue such shares of Common Stock in one of more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by them.
Section 4.02 NO PREEMPTIVE RIGHTS. Holders of the Common Stock of the corporation shall not have any preference, preemptive right, or right of subscription to acquire any shares of the corporation authorized, issued or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its discretion, may determine from time to time.
Section 4.03 ASSESSMENT OF SHARES. The Common Stock of the corporation, after the amount of the subscription price has been paid, in money, property or services, as the directors of the corporation shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.
ARTICLE V
DIRECTORS
Section 5.01 GOVERNING BOARD. The members of the Board of Directors of the corporation shall be styled directors.
Section 5.02 INITIAL BOARD OF DIRECTORS. The Board of Directors shall consist of at least one (1) but no more than five (5) members. The name(s) and address(s) of the initial members of the Board of Directors are as follows:
NAME ADDRESS ---- ------- Bruce Thomson of 6952 Lanark Street, Vancouver, BC, Canada V5P 2Z7 |
Samantha Thomson of 203-1508 West 2nd Avenue, Vancouver, BC, Canada V6J 1H2
These individuals shall serve as directors of the corporation until the first annual meeting of the stockholders or until their successors shall have been elected and qualified.
Section 5.03 CHANGE IN THE NUMBER OF DIRECTORS. The number of directors may
be increased or decreased by duly adopted amendment to the Bylaws of the
corporation.
ARTICLE VI
INCORPORATORS
The name and address of the sole incorporator is Sandra L. Miller 711 S. Carson, Ste 4, Carson City, Nevada 89701
ARTICLE VII
PERIOD OF DURATION
This corporation is to have A PERPETUAL existence.
ARTICLE VIII
DIRECTORS AND OFFICERS' LIABILITY
A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (I) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts and omissions prior to such repeal or modification.
ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connections therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any Bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article. Without limiting the application of the foregoing, the Board of Directors may adopt Bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprises, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person. The indemnification provided in this Article 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 person.
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.03, hereof, which cannot be amended, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its Bylaws, in the manner now or hereafter prescribed by statute or by these Articles of Incorporation or said Bylaws, and all rights conferred upon the stockholders are granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
In futherance, and not in limitation of the powers conferred by statue, the Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the stockholders, to make, alter or repeal the Bylaws of the corporation;
(2) To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon the real and personal property of the corporation;
(3) To authorize the guaranty by the corporation of securities, evidences of indebtedness and obligations of other persons, corporations and business entities;
(4) To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve; and
(5) By resolution adopted by a majority of the whole Board of Directors, to designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution or in the By-laws of the Board of Directors in the management of the business and affairs of the corporation, any may authorize the seal of the corporation to be affixed to all papers which may require it Such committee or committees shall have such name or names as may be stated in the Bylaws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors
All corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise provided herein or by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of November, 2005 hereby declaring and certifying that the facts stated herein above are true.
/s/ Sandra L. Miller -------------------------------------- Sandra L. Miller Sole Incorporator |
ACKNOWLEDGMENT
STATE OF NEVADA )
: ss
CITY OF CARSON )
|
On this 30th day of November, 2005 Sandra L. Miller personally appeared before for me, a Notary Public, and acknowledged to me that she executed the foregoing instrument for the purposes therein set forth.
/s/ Diane E. Kalinowski ----------------------------------- NOTARY PUBLIC |
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
IN THE MATTER OF: Oliver Creek Resources Inc.
Resident Agents of Nevada, Inc., Resident Agent # 83364, with address at 711 S. Carson, Ste 4, Carson City, Nevada 89701, hereby accepts the appointment as Resident Agent of the above-entitled corporation in accordance with NRS 78.090.
Furthermore, that the mailing address for the above registered office is as set forth above
IN WITNESS WHEREOF, I hereunto set my hand this 30th day of November 2005.
By /s/ Sandra L. Miller ------------------------------- Sandra L. Miller Resident Agents of Nevada, Inc., Resident Agent # 83364 Resident Agents |
EXHIBIT 3.2
BYLAWS
OF
OLIVER CREEK RESOURCES INC.
A NEVADA CORPORATION
ARTICLE 1.
DEFINITIONS
1.1 DEFINITIONS. Unless the context clearly requires otherwise, in these Bylaws:
(a) "BOARD" means the board of directors of the Company.
(b) "BYLAWS" means these bylaws as adopted by the Board and includes amendments subsequently adopted by the Board or by the Stockholders.
(c) "ARTICLES OF INCORPORATION" means the Articles of Incorporation of Oliver Creek Resources Inc., as filed with the Secretary of State of the State of Nevada and includes all amendments thereto and restatements thereof subsequently filed.
(d) "COMPANY" means Oliver Creek Resources Inc., a Nevada corporation.
(e) "SECTION" refers to sections of these Bylaws.
(f) "STOCKHOLDER" means stockholders of record of the Company.
1.2 OFFICES. The title of an office refers to the person or persons who at any given time perform the duties of that particular office for the Company.
ARTICLE 2.
OFFICES
2.1 PRINCIPAL OFFICE. The Company may locate its principal office within or without the state of incorporation as the Board may determine.
2.2 REGISTERED OFFICE. The registered office of the Company required by law to be maintained in the state of incorporation may be, but need not be, the same as the principal place of business of the Company. The Board may change the address of the registered office from time to time.
2.3 OTHER OFFICES. The Company may have offices at such other places, either within or without the state of incorporation, as the Board may designate or as the business of the Company may require from time to time.
ARTICLE 3.
MEETINGS OF STOCKHOLDERS
3.1 ANNUAL MEETINGS. The annual meeting of the stockholders shall be held on the 30th day of November, each year, beginning with the 2006, at the hour of 1 o'clock p.m., or at such other tie on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Nevada, such meeting shall be held on the next succeeding business day.
3.2 SPECIAL MEETINGS. The Board, the Chairman of the Board, the President or a committee of the Board duly designated and whose powers and authority include the power to call meetings may call special meetings of the Stockholders of the Company at any time for any purpose or purposes. Special meetings of the Stockholders of the Company may also be called by the holders of at least 30% of all shares entitled to vote at the proposed special meeting.
3.3 PLACE OF MEETINGS. The Stockholders shall hold all meetings at such places, within or without the State of Nevada, as the Board or a committee of the Board shall specify in the notice or waiver of notice for such meetings.
3.4 NOTICE OF MEETINGS. Except as otherwise required by law, the Board or a committee of the Board shall give notice of each meeting of Stockholders, whether annual or special, not less than 10 nor more than 50 days before the date of the meeting. The Board or a committee of the Board shall deliver a notice to each Stockholder entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his address as it appears on the records of the Company, or by transmitting a notice thereof to him at such address by telegraph, telecopy, cable or wireless. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, directed to the Stockholder at his address as it appears on the records of the Company. An affidavit of the Secretary or an Assistant Secretary or of the Transfer Agent of the Company that he has given notice shall constitute, in the absence of fraud, prima facie evidence of the facts stated therein.
Every notice of a meeting of the Stockholders shall state the place, date and hour of the meeting and, in the case of a special meeting, also shall state the purpose or purposes of the meeting. Furthermore, if the Company will maintain the list at a place other than where the meeting will take place, every notice of a meeting of the Stockholders shall specify where the Company will maintain the list of Stockholders entitled to vote at the meeting.
3.5 STOCKHOLDER NOTICE. Subject to the Articles of Incorporation, the Stockholders who intend to nominate persons to the Board of Directors or propose any other action at an annual meeting of Stockholders must timely notify the Secretary of the Company of such intent. To be timely, a
Stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 50 days nor more than 90 days prior to the date of such meeting; provided, however, that in the event that less than 75 days' notice of the date of the meeting is given or made to Stockholders, notice by the Stockholder to be timely must be received not later than the close of business on the 15th day following the date on which such notice of the date of the annual meeting was mailed. Such notice must be in writing and must include a (i) a brief description of the business desired to the brought before the annual meeting and the reasons for conducting such business at the meeting; (ii) the name and record address of the Stockholder proposing such business; (iii) the class, series and number of shares of capital stock of the Company which are beneficially owned by the Stockholder; and (iv) any material interest of the Stockholder in such business. The Board of Directors reserves the right to refuse to submit any such proposal to stockholders at an annual meeting if, in its judgment, the information provided in the notice is inaccurate or incomplete.
3.6 WAIVER OF NOTICE. Whenever these Bylaws require written notice, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall constitute the equivalent of notice. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except when the person attends the 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. No written waiver of notice need specify either the business to be transacted at, or the purpose or purposes of any regular or special meeting of the Stockholders, directors or members of a committee of the Board.
3.7 ADJOURNMENT OF MEETING. When the Stockholders adjourn a meeting to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Stockholders may transact any business which they may have transacted at the original meeting. If the adjournment is for more than 30 days or, if after the adjournment, the Board or a committee of the Board fixes a new record date for the adjourned meeting, the Board or a committee of the Board shall give notice of the adjourned meeting to each Stockholder of record entitled to vote at the meeting.
3.8 QUORUM. Except as otherwise required by law, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes at any meeting of the Stockholders. In the absence of a quorum at any meeting or any adjournment thereof, the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the Stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting to another place, date or time.
If the chairman of the meeting gives notice of any adjourned special meeting of Stockholders to all Stockholders entitled to vote thereat, stating that the minimum percentage of stockholders for a quorum as provided by Nevada law shall constitute a quorum, then, except as otherwise
required by law, that percentage at such adjourned meeting shall constitute a quorum and a majority of the votes cast at such meeting shall determine all matters.
3.9 ORGANIZATION. Such person as the Board may have designated or, in the absence of such a person, the highest ranking officer of the Company who is present shall call to order any meeting of the Stockholders, determine the presence of a quorum, and act as chairman of the meeting. In the absence the Secretary or an Assistant Secretary of the Company, the chairman shall appoint someone to act as the secretary of the meeting.
3.10 CONDUCT OF BUSINESS. The chairman of any meeting of Stockholders shall determine the order of business and the procedure at the meeting, including such regulations of the manner of voting and the conduct of discussion as he deems in order.
3.11 LIST OF STOCKHOLDERS. At least 10 days before every meeting of Stockholders, the Secretary shall prepare a list of the Stockholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. The Company shall make the list available for examination by any Stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting will take place or at the place designated in the notice of the meeting.
The Secretary shall produce and keep the list at the time and place of the meeting during the entire duration of the meeting, and any Stockholder who is present may inspect the list at the meeting. The list shall constitute presumptive proof of the identity of the Stockholders entitled to vote at the meeting and the number of shares each Stockholder holds.
A determination of Stockholders entitled to vote at any meeting of Stockholders pursuant to this Section shall apply to any adjournment thereof.
3.12 FIXING OF RECORD DATE. For the purpose of determining Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or Stockholders entitled to receive payment of any dividend, or in order to make a determination of Stockholders for any other proper purpose, the Board or a committee of the Board may fix in advance a date as the record date for any such determination of Stockholders. However, the Board shall not fix such date, in any case, more than 50 days nor less than 10 days prior to the date of the particular action.
If the Board or a committee of the Board does not fix a record date for the determination of Stockholders entitled to notice of or to vote at a meeting of Stockholders, the record date shall be at 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 or the date on which the Board adopts the resolution declaring a dividend.
3.13 VOTING OF SHARES. Each Stockholder shall have one vote for every share of stock having voting rights registered in his name on the record date for the meeting. The Company shall not have the right to vote treasury stock of the Company, nor shall another corporation have the right to vote its stock of the Company if the Company holds, directly or indirectly, a majority of the shares entitled to vote in the election of directors of such other corporation. Persons holding stock of the Company in a fiduciary capacity shall have the right to vote such stock. Persons who have pledged their stock of the Company shall have the right to vote such stock unless in the transfer on the books of the Company the pledgor expressly empowered the pledgee to vote such stock. In that event, only the pledgee, or his proxy, may represent such stock and vote thereon.
A plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all elections and, except when the law or Articles of Incorporation requires otherwise, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all other matters.
Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.
The Stockholders may vote by voice vote on all matters. Upon demand by a Stockholder entitled to vote, or his proxy, the Stockholders shall vote by ballot. In that event, each ballot shall state the name of the Stockholder or proxy voting, the number of shares voted and such other information as the Company may require under the procedure established for the meeting.
3.14 INSPECTORS. At any meeting in which the Stockholders vote by ballot, the chairman may appoint one or more inspectors. Each inspector shall take and sign an oath to execute the duties of inspector at such meeting faithfully, with strict impartiality, and according to the best of his ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The certification required herein shall take the form of a subscribed, written report prepared by the inspectors and delivered to the Secretary of the Company. An inspector need not be a Stockholder of the Company, and any officer of the Company may be an inspector on any question other than a vote for or against a proposal in which he has a material interest.
3.15 PROXIES. A Stockholder may exercise any voting rights in person or by his proxy appointed by an instrument in writing, which he or his authorized
attorney-in-fact has subscribed and which the proxy has delivered to the secretary of the meeting pursuant to the manner prescribed by law.
A proxy is not valid after the expiration of 13 months after the date of its execution, unless the person executing it specifies thereon the length of time for which it is to continue in force (which length may exceed 12 months) or limits its use to a particular meeting. Each proxy is irrevocable if it expressly states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.
The attendance at any meeting of a Stockholder who previously has given a proxy shall not have the effect of revoking the same unless he notifies the Secretary in writing prior to the voting of the proxy.
3.16 ACTION BY CONSENT. Any action required to be taken at any annual or special meeting of stockholders of the Company or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to its registered office, its principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 50 days of the earliest dated consent delivered in the manner required by this section to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company by delivery to its registered office, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE 4.
BOARD OF DIRECTORS
4.1 GENERAL POWERS. The Board shall manage the property, business and affairs of the Company.
4.2.1 NUMBER. The number of directors who shall constitute the Board shall equal not less than one nor more than 9, as the Board may determine by resolution from time to time.
4.3 ELECTION OF DIRECTORS AND TERM OF OFFICE. The Stockholders of the Company shall elect the directors at the annual or adjourned annual meeting (except as otherwise provided herein for the filling of vacancies). Each director shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.
4.4 RESIGNATIONS. Any director of the Company may resign at any time by giving written notice to the Board or to the Secretary of the Company. Any resignation shall take effect upon receipt or at the time specified in the notice. Unless the notice specifies otherwise, the effectiveness of the resignation shall not depend upon its acceptance.
4.5 REMOVAL. Stockholders holding a majority of the outstanding shares entitled to vote at an election of directors may remove any director or the entire Board of Directors at any time, with or without cause.
4.6 VACANCIES. A majority of the remaining directors, although less than a quorum, or a sole remaining director may fill any vacancy on the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause. Any director elected to fill a vacancy shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.
4.7 CHAIRMAN OF THE BOARD. At the initial and annual meeting of the Board, the directors may elect from their number a Chairman of the Board of Directors. The Chairman shall preside at all meetings of the Board and shall perform such other duties as the Board may direct. The Board also may elect a Vice Chairman and other officers of the Board, with such powers and duties as the Board may designate from time to time.
4.8 COMPENSATION. The Board may compensate directors for their services and may provide for the payment of all expenses the directors incur by attending meetings of the Board or otherwise.
ARTICLE 5.
MEETINGS OF DIRECTORS
5.1 REGULAR MEETINGS. The Board may hold regular meetings at such places, dates and times as the Board shall establish by resolution. If any day fixed for a meeting falls on a legal holiday, the Board shall hold the meeting at the same place and time on the next succeeding business day. The Board need not give notice of regular meetings.
5.2 PLACE OF MEETINGS. The Board may hold any of its meetings in or out of the State of Nevada, at such places as the Board may designate, at such places as the notice or waiver of notice of any such meeting may designate, or at such places as the persons calling the meeting may designate.
5.3 MEETINGS BY TELECOMMUNICATIONS. The Board or any committee of the Board may hold meetings by means of conference telephone or similar telecommunications equipment that enable all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting.
5.4 SPECIAL MEETINGS. The Chairman of the Board, the President, or one-half of the directors then in office may call a special meeting of the Board. The person or persons authorized to call special meetings of the Board may fix any place, either in or out of the State of Nevada as the place for the meeting.
5.5 NOTICE OF SPECIAL MEETINGS. The person or persons calling a special meeting of the Board shall give written notice to each director of the time, place, date and purpose of the meeting of not less than three business days if by mail and not less than 24 hours if by telegraph or in person before the date of the meeting. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, to such director. A director may waive notice of any special meeting, and any meeting shall constitute a legal meeting without notice if all the directors are present or if those not present sign either before or after the meeting a written waiver of notice, a consent to such meeting, or an approval of the minutes of the meeting. A notice or waiver of notice need not specify the purposes of the meeting or the business which the Board will transact at the meeting.
5.6 WAIVER BY PRESENCE. Except when expressly for the purpose of objecting to the legality of a meeting, a director's presence at a meeting shall constitute a waiver of notice of such meeting.
5.7 QUORUM. A majority of the directors then in office shall constitute a quorum for all purposes at any meeting of the Board. In the absence of a quorum, a majority of directors present at any meeting may adjourn the meeting to another place, date or time without further notice. No proxies shall be given by directors to any person for purposes of voting or establishing a quorum at a directors meeting.
5.8 CONDUCT OF BUSINESS. The Board shall transact business in such order and manner as the Board may determine. Except as the law requires otherwise, the Board shall determine all matters by the vote of a majority of the
directors present at a meeting at which a quorum is present. The directors shall act as a Board, and the individual directors shall have no power as such.
5.9 ACTION BY CONSENT. The Board or a committee of the Board may take any required or permitted action without a meeting if all members of the Board or committee consent thereto in writing and file such consent with the minutes of the proceedings of the Board or committee.
ARTICLE 6.
COMMITTEES
6.1 COMMITTEES OF THE BOARD. The Board may designate, by a vote of a majority of the directors then in office, committees of the Board. The committees shall serve at the pleasure of the Board and shall possess such lawfully delegable powers and duties as the Board may confer.
6.2 SELECTION OF COMMITTEE MEMBERS. The Board shall elect by a vote of a majority of the directors then in office a director or directors to serve as the member or members of a committee. By the same vote, the Board may designate other directors as alternate members who may replace any absent or disqualified member at any meeting of a committee. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint by unanimous vote another member of the Board to act at the meeting in the place of the absent or disqualified member.
6.3 CONDUCT OF BUSINESS. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as the law or these Bylaws require otherwise. Each committee shall make adequate provision for notice of all meetings to members. A majority of the members of the committee shall constitute a quorum, unless the committee consists of one or two members. In that event, one member shall constitute a quorum. A majority vote of the members present shall determine all matters. A committee may take action without a meeting if all the members of the committee consent in writing and file the consent or consents with the minutes of the proceedings of the committee.
6.4 AUTHORITY. Any committee, to the extent the Board provides, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the affixation of the Company's seal to all instruments which may require or permit it. However, no committee shall have any power or authority with regard to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the Stockholders the sale, lease or exchange of all or substantially all of the Company's property and assets, recommending to the Stockholders a dissolution of the Company or a
revocation of a dissolution of the Company, or amending these Bylaws of the Company. Unless a resolution of the Board expressly provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger.
6.5 MINUTES. Each committee shall keep regular minutes of its proceedings and report the same to the Board when required.
ARTICLE 7.
OFFICERS
7.1 OFFICERS OF THE COMPANY. The officers of the Company shall consist of a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board may designate and elect from time to time. The same person may hold at the same time any two or more offices.
7.2 ELECTION AND TERM. The Board shall elect the officers of the Company. Each officer shall hold office until his death, resignation, retirement, removal or disqualification, or until his successor shall have been elected and qualified.
7.3 COMPENSATION OF OFFICERS. The Board shall fix the compensation of all officers of the Company. No officer shall serve the Company in any other capacity and receive compensation, unless the Board authorizes the additional compensation.
7.4 REMOVAL OF OFFICERS AND AGENTS. The Board may remove any officer or agent it has elected or appointed at any time, with or without cause.
7.5 RESIGNATION OF OFFICERS AND AGENTS. Any officer or agent the Board has elected or appointed may resign at any time by giving written notice to the Board, the Chairman of the Board, the President, or the Secretary of the Company. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified. Unless otherwise specified in the notice, the Board need not accept the resignation to make it effective.
7.6 BOND. The Board may require by resolution any officer, agent, or employee of the Company to give bond to the Company, with sufficient sureties conditioned on the faithful performance of the duties of his respective office or agency. The Board also may require by resolution any officer, agent or employee to comply with such other conditions as the Board may require from time to time.
7.7 PRESIDENT. The President shall be the principal executive officer of the Company and, subject to the Board's control, shall supervise and direct all of the business and affairs of the Company. When present, he shall sign (with or without the Secretary, an Assistant Secretary, or any other officer or agent of the Company which the Board has authorized) deeds, mortgages, bonds, contracts or other instruments which the Board has
authorized an officer or agent of the Company to execute. However, the President shall not sign any instrument which the law, these Bylaws, or the Board expressly require some other officer or agent of the Company to sign and execute. In general, the President shall perform all duties incident to the office of President and such other duties as the Board may prescribe from time to time.
7.8 VICE PRESIDENTS. In the absence of the President or in the event of his death, inability or refusal to act, the Vice Presidents in the order of their length of service as Vice Presidents, unless the Board determines otherwise, shall perform the duties of the President. When acting as the President, a Vice President shall have all the powers and restrictions of the Presidency. A Vice President shall perform such other duties as the President or the Board may assign to him from time to time.
7.9 SECRETARY. The Secretary shall (a) keep the minutes of the meetings of the Stockholders and of the Board in one or more books for that purpose, (b) give all notices which these Bylaws or the law requires, (c) serve as custodian of the records and seal of the Company, (d) affix the seal of the corporation to all documents which the Board has authorized execution on behalf of the Company under seal, (e) maintain a register of the address of each Stockholder of the Company, (f) sign, with the President, a Vice President, or any other officer or agent of the Company which the Board has authorized, certificates for shares of the Company, (g) have charge of the stock transfer books of the Company, and (h) perform all duties which the President or the Board may assign to him from time to time.
7.10 ASSISTANT SECRETARIES. In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless the Board determines otherwise, shall perform the duties of the Secretary. When acting as the Secretary, an Assistant Secretary shall have the powers and restrictions of the Secretary. An Assistant Secretary shall perform such other duties as the President, Secretary or Board may assign from time to time.
7.11 TREASURER. The Treasurer shall (a) have responsibility for all funds and securities of the Company, (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, (c) deposit all moneys in the name of the Company in depositories which the Board selects, and (d) perform all of the duties which the President or the Board may assign to him from time to time.
7.12 ASSISTANT TREASURERS. In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless the Board determines otherwise, shall perform the duties of the Treasurer. When acting as the Treasurer, an Assistant Treasurer shall have the powers and restrictions of the Treasurer. An Assistant Treasurer shall perform such other duties as the Treasurer, the President, or the Board may assign to him from time to time.
7.13 DELEGATION OF AUTHORITY. Notwithstanding any provision of these Bylaws to the contrary, the Board may delegate the powers or duties of any officer to any other officer or agent.
7.14 ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless the Board directs otherwise, the President shall have the power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which the Company holds securities. Furthermore, unless the Board directs otherwise, the President shall exercise any and all rights and powers which the Company possesses by reason of its ownership of securities in another corporation.
7.15 VACANCIES. The Board may fill any vacancy in any office because of death, resignation, removal, disqualification or any other cause in the manner which these Bylaws prescribe for the regular appointment to such office.
ARTICLE 8.
CONTRACTS, LOANS, DRAFTS,
DEPOSITS AND ACCOUNTS
8.1 CONTRACTS. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Company. The Board may make such authorization general or special.
8.2 LOANS. Unless the Board has authorized such action, no officer or agent of the Company shall contract for a loan on behalf of the Company or issue any evidence of indebtedness in the Company's name.
8.3 DRAFTS. The President, any Vice President, the Treasurer, any Assistant Treasurer, and such other persons as the Board shall determine shall issue all checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of or payable by the Company.
8.4 DEPOSITS. The Treasurer shall deposit all funds of the Company not otherwise employed in such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select. For the purpose of deposit and collection for the account of the Company, the President or the Treasurer (or any other officer, assistant, agent or attorney of the Company whom the Board has authorized) may endorse, assign and deliver checks, drafts and other orders for the payment of money payable to the order of the Company.
8.5 GENERAL AND SPECIAL BANK ACCOUNTS. The Board may authorize the opening and keeping of general and special bank accounts with such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated
such power may select. The Board 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 9.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
9.1 CERTIFICATES FOR SHARES. Every owner of stock of the Company shall have the right to receive a certificate or certificates, certifying to the number and class of shares of the stock of the Company which he owns. The Board shall determine the form of the certificates for the shares of stock of the Company. The Secretary, transfer agent, or registrar of the Company shall number the certificates representing shares of the stock of the Company in the order in which the Company issues them. The President or any Vice President and the Secretary or any Assistant Secretary shall sign the certificates in the name of the Company. Any or all certificates may contain facsimile signatures. In case any officer, transfer agent, or registrar who has signed a certificate, or whose facsimile signature appears on a certificate, ceases to serve as such officer, transfer agent, or registrar before the Company issues the certificate, the Company may issue the certificate with the same effect as though the person who signed such certificate, or whose facsimile signature appears on the certificate, was such officer, transfer agent, or registrar at the date of issue. The Secretary, transfer agent, or registrar of the Company shall keep a record in the stock transfer books of the Company of the names of the persons, firms or corporations owning the stock represented by the certificates, the number and class of shares represented by the certificates and the dates thereof and, in the case of cancellation, the dates of cancellation. The Secretary, transfer agent, or registrar of the Company shall cancel every certificate surrendered to the Company for exchange or transfer. Except in the case of a lost, destroyed, stolen or mutilated certificate, the Secretary, transfer agent, or registrar of the Company shall not issue a new certificate in exchange for an existing certificate until he has cancelled the existing certificate.
9.2 TRANSFER OF SHARES. A holder of record of shares of the Company's stock, or his attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary, transfer agent or registrar of the Company, may transfer his shares only on the stock transfer books of the Company. Such person shall furnish to the Secretary, transfer agent, or registrar of the Company proper evidence of his authority to make the transfer and shall properly endorse and surrender for cancellation his existing certificate or certificates for such shares. Whenever a holder of record of shares of the Company's stock makes a transfer of shares for collateral security, the Secretary, transfer agent, or registrar of the Company shall state such fact in the entry of transfer if the transferor and the transferee request.
9.3 LOST CERTIFICATES. The Board may direct the Secretary, transfer agent, or registrar of the Company to issue a new certificate to any holder of record of shares of the Company's stock claiming that he has lost such certificate, or that someone has stolen, destroyed or mutilated such certificate, upon the receipt of an affidavit from such holder to such
fact. When authorizing the issue of a new certificate, the Board, in its discretion may require as a condition precedent to the issuance that the owner of such certificate give the Company a bond of indemnity in such form and amount as the Board may direct.
9.4 REGULATIONS. The Board may make such rules and regulations, not inconsistent with these Bylaws, as it deems expedient concerning the issue, transfer and registration of certificates for shares of the stock of the corporation. The Board may appoint or authorize any officer or officers to appoint one or more transfer agents, or one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.
9.5 HOLDER OF RECORD. The Company may treat as absolute owners of shares the person in whose name the shares stand of record as if that person had full competency, capacity and authority to exercise all rights of ownership, despite any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relation, or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate. However, the Company may treat any person furnishing proof of his appointment as a fiduciary as if he were the holder of record of the shares.
9.6 TREASURY SHARES. Treasury shares of the Company shall consist of shares which the Company has issued and thereafter acquired but not canceled. Treasury shares shall not carry voting or dividend rights.
ARTICLE 10.
INDEMNIFICATION
10.1 DEFINITIONS. In this Article:
(a) "INDEMNITEE" means (i) any present or former Director, advisory
director or officer of the Company, (ii) any person who while serving in
any of the capacities referred to in clause (i) hereof served at the
Company's request as a director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, and (iii) any person nominated or designated by
(or pursuant to authority granted by) the Board of Directors or any
committee thereof to serve in any of the capacities referred to in clauses
(i) or (ii) hereof.
(b) "OFFICIAL CAPACITY" means (i) when used with respect to a Director, the office of Director of the Company, and (ii) when used with respect to a person other than a Director, the elective or appointive office of the Company held by such person or the employment or agency relationship undertaken by such person on behalf of the Company, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.
(c) "PROCEEDING" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.
10.2 INDEMNIFICATION. The Company shall indemnify every Indemnitee against all
judgments, penalties (including excise and similar taxes), fines, amounts
paid in settlement and reasonable expenses actually incurred by the
Indemnitee in connection with any Proceeding in which he was, is or is
threatened to be named defendant or respondent, or in which he was or is a
witness without being named a defendant or respondent, by reason, in whole
or in part, of his serving or having served, or having been nominated or
designated to serve, in any of the capacities referred to in Section 10.1,
if it is determined in accordance with Section 10.4 that the Indemnitee (a)
conducted himself in good faith, (b) reasonably believed, in the case of
conduct in his Official Capacity, that his conduct was in the Company's
best interests and, in all other cases, that his conduct was at least not
opposed to the Company's best interests, and (c) in the case of any
criminal proceeding, had no reasonable cause to believe that his conduct
was unlawful; provided, however, that in the event that an Indemnitee is
found liable to the Company or is found liable on the basis that personal
benefit was improperly received by the Indemnitee the indemnification (i)
is limited to reasonable expenses actually incurred by the Indemnitee in
connection with the Proceeding and (ii) shall not be made in respect of any
Proceeding in which the Indemnitee shall have been found liable for willful
or intentional misconduct in the performance of his duty to the Company.
Except as provided in the immediately preceding proviso to the first
sentence of this Section 10.2, no indemnification shall be made under this
Section 10.2 in respect of any Proceeding in which such Indemnitee shall
have been (x) found liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an
action taken in the Indemnitee's Official Capacity, or (y) found liable to
the Company. The termination of any Proceeding by judgment, order,
settlement or conviction, or on a plea of nolo contendere or its
equivalent, is not of itself determinative that the Indemnitee did not meet
the requirements set forth in clauses (a), (b) or (c) in the first sentence
of this Section 10.2. An Indemnitee shall be deemed to have been found
liable in respect of any claim, issue or matter only after the Indemnitee
shall have been so adjudged by a court of competent jurisdiction after
exhaustion of all appeals therefrom. Reasonable expenses shall, include,
without limitation, all court costs and all fees and disbursements of
attorneys for the Indemnitee. The indemnification provided herein shall be
applicable whether or not negligence or gross negligence of the Indemnitee
is alleged or proven.
10.3 SUCCESSFUL DEFENSE. Without limitation of Section 10.2 and in addition to the ndemnification provided for in Section 10.2, the Company shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 10.1, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.
10.4 DETERMINATIONS. Any indemnification under Section 10.2 (unless ordered by a
court of competent jurisdiction) shall be made by the Company only upon a
determination that indemnification of the Indemnitee is proper in the
circumstances because he has met the applicable standard of conduct. Such
determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of Directors who, at the time of such vote, are
not named defendants or respondents in the Proceeding; (b) if such a quorum
cannot be obtained, then by a majority vote of a committee of the Board of
Directors, duly designated to act in the matter by a majority vote of all
Directors (in which designated Directors who are named defendants or
respondents in the Proceeding may participate), such committee to consist
solely of two (2) or more Directors who, at the time of the committee vote,
are not named defendants or respondents in the Proceeding; (c) by special
legal counsel selected by the Board of Directors or a committee thereof by
vote as set forth in clauses (a) or (b) of this Section 10.4 or, if the
requisite quorum of all of the Directors cannot be obtained therefor and
such committee cannot be established, by a majority vote of all of the
Directors (in which Directors who are named defendants or respondents in
the Proceeding may participate); or (d) by the shareholders in a vote that
excludes the shares held by Directors that are named defendants or
respondents in the Proceeding. Determination as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel,
determination as to reasonableness of expenses must be made in the manner
specified in clause (c) of the preceding sentence for the selection of
special legal counsel. In the event a determination is made under this
Section 10.4 that the Indemnitee has met the applicable standard of conduct
as to some matters but not as to others, amounts to be indemnified may be
reasonably prorated.
10.5 ADVANCEMENT OF EXPENSES. Reasonable expenses (including court costs and
attorneys' fees) incurred by an Indemnitee who was or is a witness or was,
is or is threatened to be made a named defendant respondent in a Proceeding
shall be paid by the Company at reasonable intervals in advance of the
final disposition of such Proceeding, and without making any of the
determinations specified in Section 10.4, after receipt by the Company of
(a) a written affirmation by such Indemnitee of his good faith belief that
he has met the standard of conduct necessary for indemnification by the
Company under this Article and (b) a written undertaking by or on behalf of
such Indemnitee to repay the amount paid or reimbursed by the Company if it
shall ultimately be determined that he is not entitled to be indemnified by
the Company as authorized in this Article. Such written undertaking shall
be an unlimited obligation of the Indemnitee but need not be secured and it
may be accepted without reference to financial ability to make repayment.
Notwithstanding any other provision of this Article, the Company may pay or
reimburse expenses incurred by an Indemnitee in connection with his
appearance as a witness or other participation in a Proceeding at a time
when he is not named a defendant or respondent in the Proceeding.
10.6 EMPLOYEE BENEFIT PLANS. For purposes of this Article, the Company shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Company also imposes duties on or otherwise involves services by him to the plan or participants
or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.
10.7 OTHER INDEMNIFICATION AND INSURANCE. The indemnification provided by this
Article shall (a) not be deemed exclusive of, or to preclude, any other
rights to which those seeking indemnification may at any time be entitled
under the Company's Articles of Incorporation, any law, agreement or vote
of shareholders or disinterested Directors, or otherwise, or under any
policy or policies of insurance purchased and maintained by the Company on
behalf of any Indemnitee, both as to action in his Official Capacity and as
to action in any other capacity, (b) continue as to a person who has ceased
to be in the capacity by reason of which he was an Indemnitee with respect
to matters arising during the period he was in such capacity, (c) inure to
the benefit of the heirs, executors and administrators of such a person and
(d) not be required if and to the extent that the person otherwise entitled
to payment of such amounts hereunder has actually received payment therefor
under any insurance policy, contract or otherwise.
10.8 NOTICE. Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the shareholders of the Company with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the 12-month period immediately following the date of the indemnification or advance.
10.9 CONSTRUCTION. The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, Sections 78.7502 and 78.751 of the Nevada General Corporation Law, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.
10.10 CONTINUING OFFER, RELIANCE, ETC. The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Company, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Company and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees. The Company, by its adoption of these Bylaws, (x) acknowledges and agrees that each Indemnitee of the Company has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in any of the capacities referred to in Section 10.1(a) of this Article, (y) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and (z) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of
this Article in accordance with their terms by any act or failure to act on the part of the Company.
10.11 EFFECT OF AMENDMENT. No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
ARTICLE 11.
TAKEOVER OFFERS
In the event the Company receives a takeover offer, the Board of Directors shall consider all relevant factors in evaluating such offer, including, but not limited to, the terms of the offer, and the potential economic and social impact of such offer on the Company's stockholders, employees, customers, creditors and community in which it operates.
ARTICLE 12.
NOTICES
12.1 GENERAL. Whenever these Bylaws require notice to any Stockholder, director, officer or agent, such notice does not mean personal notice. A person may give effective notice under these Bylaws in every case by depositing a writing in a post office or letter box in a postpaid, sealed wrapper, or by dispatching a prepaid telegram addressed to such Stockholder, director, officer or agent at his address on the books of the Company. Unless these Bylaws expressly provide to the contrary, the time when the person sends notice shall constitute the time of the giving of notice.
12.2 WAIVER OF NOTICE. Whenever the law or these Bylaws require notice, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein.
ARTICLE 13.
MISCELLANEOUS
13.1 FACSIMILE SIGNATURES. In addition to the use of facsimile signatures which these Bylaws specifically authorize, the Company may use such facsimile signatures of any officer or officers, agents or agent, of the Company as the Board or a committee of the Board may authorize.
13.2 CORPORATE SEAL. The Board may provide for a suitable seal containing the name of the Company, of which the Secretary shall be in charge. The Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use the seal or duplicates of the seal if and when the Board or a committee of the Board so directs.
13.3 FISCAL YEAR. The Board shall have the authority to fix and change the fiscal year of the Company.
ARTICLE 14.
AMENDMENTS
Subject to the provisions of the Articles of Incorporation, the Stockholders or the Board may amend or repeal these Bylaws at any meeting.
CERTIFICATE OF THE SECRETARY
I hereby certify that I am the Secretary of Oliver Creek Resources Inc. and that the forgoing Bylaws, consisting of nineteen (19) pages, constitutes the code of Oliver Creek Resources Inc. as duly adopted by the Board of Directors of the Corporation on this 30th day of November, 2005.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 30th day of November, 2005.
/s/ Samantha Thomson ---------------------------------- Samantha Thomson, Secretary |
EXHIBIT 5
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
March 7, 2006
Mr. Bruce Thomson
President/Director
6952 Lanark Street
Vancouver BC, V5P 2Z7
RE: Opinion of Counsel for Registration Statement on Form SB-2 Under the Securities Act of 1933 (the "Registration Statement") of Oliver Creek Resources Inc., a Nevada corporation.
Dear Mr. Thomson:
The Law Office of Michael M. Kessler, P.C, (the "Firm"). has acted as special counsel for Oliver Creek Resources, Inc. a Nevada corporation (the "Company") for the limited purpose of rendering this opinion in connection with the registration (pursuant to the Registration Statement) of 3,000,000 shares (the "Shares") of the common stock, par value $0.001 per share, of the Company, which are the underlying shares for the offering of 1,000,000 Units, with each Unit being comprised of one share of the Company's common stock and a Warrant to purchase an additional two shares of common stock of the Company for a period of two (2) years from the date of the offering. .
In the Firm's capacity as special counsel to the Company, the Firm has examined originals, or copies certified or otherwise identified to its satisfaction, of the following documents:
1. Certificate of Incorporation of the Company, as amended (if any) to
date;
2. Bylaws of the Company, as amended (if any) to date;
3. The records of corporate proceedings relating to the issuance of the
Shares and authorizing the offering.
4. Such other instruments and documents, if any, as I have believed
necessary for the purpose of rendering the following opinion.
5. A copy of the proposed Warrant Agreement attached to the Company's
Amended SB-2 registration statement and identified as Exhibit 99.2
which the Company states will be issued in the proposed transaction.
In such examinations, the Firm has assumed the authenticity and completeness of all documents, certificates and records submitted to me as originals, the conformity to the original instruments of all documents, certificates and
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
3436 AMERICAN RIVER DRIVE, SUITE 11
SACRAMENTO, CALIFORNIA 95864
E-MAIL ADRESS: mkessler@mkesslerlaw.net
TELEPHONE (916) 239-4000
FACSIMILE (916) 239-4008
records submitted to me as copies, and the authenticity and completeness of the originals of such instruments. As to certain matters of fact relating to this opinion, the Firm has relied on the accuracy and truthfulness of certificates of officers of the Company and on certificates of public officials, and has made such investigations of law as the believes to have been necessary and relevant.
The Firm does not express any opinion as to the laws of any other jurisdiction other than the General Corporation Law of the State of Nevada (the "NVCL"), all applicable provisions of the State of Nevada Constitution and all reported judicial decisions interpreting those laws, as well as U.S. federal securities law. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any other state or any foreign jurisdiction. This opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. Based on the following the Firm is of the following opinion:
1. The Company is a duly and legally organized and existing Nevada State Corporation, with its registered Nevada office located in Carson City, Nevada and its principal place of business located at 6952 Lanark Street Vancouver BC, V5P 2Z7 Canada. The Articles of Incorporation and corporate registration fees were submitted to the Nevada Secretary of State's office and filed with the office on November 30, 2005. The Company's existence and form is valid and legal pursuant to the statutes of the State of Nevada . The Secretary of States Office states that its status is "ACTIVE" based on the Firm's personal review of the records made available to it and inquiry with the Secretary of State of Nevada through its web site.
2. The Company has one class of Common Stock at this time. Neither the Articles of Incorporation, the Bylaws, nor any amendments thereto, nor subsequent resolutions change the non-assessable characteristics of the Company's common shares of stock. The Common Stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, and when such stock was issued it was fully paid for and non-assessable. The common stock to be sold under this Form SB-2 Registration Statement is also legal under the laws of the State of Nevada.
3. To the Firm's knowledge based on representations to it by the Company, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the registration statement. The Firm knows of no disputes involving the Company and the Company has no claim, actions or inquires from any federal, state or other government agency, other than as set forth in the registration statement. The Firm knows of no claims against the Company or any reputed claims against it at this time, other than as set forth in the registration statement.
4. The Company's outstanding shares are all common shares. There is no liquidation preference right held by the present Shareholder upon voluntary or involuntary liquidation of the Company.
5. By directors' resolution, the Company has authorized the issuance of 3,000,000 shares of common stock for this offering. The Company's Articles of Incorporation presently set the authorized capital stock of the Company at 75,000,000 shares designated as Common Stock, with a $0.001 par value.
6. By director's resolution the Company has approved and authorized the Warrant Agreement identified as Exhibit 99.2 in the Company's SB-2 registration and upon appropriate signature by the company will become a legal and binding obligation of the Company.
Based upon the foregoing, I am of the opinion that the shares being offered for sale and issuable by the Company pursuant to this Registration Statement will be duly authorized and validly issued, fully paid and non-assessable when issued as contemplated by the registration statement.
I do hereby consent to the use of this opinion as an exhibit to the Form SB-2 Registration Statement and to the references to this firm in the registration statement. In giving this consent, I do not hereby admit that I was acting within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder.
Yours truly,
/s/ Michael M. Kessler, Esq ------------------------------------- Law Office of Michael M. Kessler, P.C. By: Michael M. Kessler, Esq |
EXHIBIT 10
British
Columbia
Mineral Titles Online Viewer
Public Access
Tenure Detail
Tenure Number ID 508188
Tenure Type Mineral (M)
Tenure Sub Type Claim (C)
Title Type Mineral Cell Title Submission (MCX)
Mining Division
Good To Date 2007/MAR/02
Issue Date 2005/MAR/02
Termination Type
Termination Comments
Termination Date
Tag Number
Claim Name Thistle 1
Old Tenure Code
Area in Hectares 211.477
Map Numbers 092F
Owners 202296 Bruce A. Thomson 100.0%
Agents 125659 Laurence Gilbert Stephenson CEXT (4020395)
125659 Laurence Gilbert Stephenson SOW (4071484)
125659 Laurence Gilbert Stephenson BSLI (4071505)
202296 Bruce A. Thomson BSLC (4071506)
|
Government of British Columbia
http://www.mtonline.gov.bc.ca/mtov/tenureDetail.do
British
Columbia
Mineral Titles Online Viewer
Public Access
Tenure Detail
Tenure Number ID 528359
Tenure Type Mineral (M)
Tenure Sub Type Claim (C)
Title Type Mineral Cell Title Submission (MCX)
Mining Division
Good To Date 2007/FEB/15
Issue Date 2006/FEB/15
Termination Type
Termination Comments
Termination Date
Tag Number
Claim Name Thistle 4
Old Tenure Code
Area in Hectares 465.418
Map Numbers 092F
Owners 202296 Bruce A. Thomson 100.0%
Agents 125659 Laurence Gilbert Stephenson CEXT (4070596)
125659 Laurence Gilbert Stephenson BSLI (4071607)
202296 Bruce A. Thomson BSLC (4071608)
|
Government of British Columbia
http://www.mtonline.gov.bc.ca/mtov/tenureDetail.do
Exhibit 23.2
ARMANDO C. IBARRA
Certified Public Accountants
A Professional Corporation
Armando C. Ibarra, C.P.A. Members of the California Society of
Certified Public Accountants
Armando Ibarra, Jr., C.P.A., JD Members of the of American Institute
of Certified Public Accountants
Registered with the Public Company
Accounting Oversight Board
February 27, 2006
|
To Whom It May Concern:
The firm of Armando C. Ibarra, Certified Public Accountants, APC consents to the inclusion of our report of February 23, 2006, on the audited financial statements of Oliver Creek Resources Inc. (An Exploration Stage Company) as of January 31, 2006, in any filings that are necessary now or in the near future with the U.S. Securities and Exchange Commission.
Very truly yours,
/s/ Armando C. Ibarra, C.P.A. ---------------------------------- ARMANDO C. IBARRA, C.P.A. |
371 E. Street, Chula Vista, CA 91910 Tel: (619) 422-1348 Fax: (619) 422-1465
EXHIBIT 23.3
W.G. TIMMINS
1016 - 470 Granville Street
Tel/Fax: 604 682-5281
CONSENT OF AUTHOR
TO: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
I, William G. Timmins, P.Eng., do hereby consent to the filing, with the regulatory authorities referred to above, of the technical report titled "GEOLOGY REPORT ON THISTLE CLAIM" dated February, 2006 (the "Technical Report"), and to the written disclosure of the Technical Report and of extracts from or a summary of the Technical Report in the written disclosure in any Offering Memorandum, other offering documents, or an Annual Information Form of Oliver Creek Resources Inc.
I hereby certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report in the written disclosure in any Offering Memorandum, other offering documents, or an Annual Information Form of Oliver Creek Resources Inc.
DATED: February 17, 2006 /s/ William G. Timmins ------------------------------------- [Seal of Stamp of Qualified Person] William G. Timmins |
EXHIBIT 99.1
STOCK SUBSCRIPTION OFFER
OLIVER CREEK RESOURCES INC.
TO: BOARD OF DIRECTORS:
1. Subscription: ____________________________ (the "Undersigned"), whose address is ________________________________________________________, hereby offers to subscribe for (__________) Units (the "Units") consisting of one share of Common Stock (the "Stock") and two Warrants (the "Warrants") of Oliver Creek Resources Inc., a Nevada corporation ("the Company") whose address is 6952 Lanark Street, Vancouver, B.C. Canada V5P 2Z7. The par value of the Common Stock is $.001. Each Warrant entitles the holder to purchase one share of the Company's Common Stock at an exercise price of $.10, for a period of two years from _________________, or on _____________________. The Undersigned agrees to pay $.05 per Unit for such Units, for an aggregate purchase price of ____________________________________ ($__________), payable at the time of subscription.
2. Representations and Warranties of the Undersigned: The Undersigned hereby represents and warrants that:
A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment.
B. The Undersigned has had substantial experience in business or investments in one or more of the following:
(i) knowledge of, and investment experience with, securities such as stocks and bonds;
(ii) ownership of interests in new ventures and/or start-up companies;
(iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative.
C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock.
D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer.
E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution.
The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.
3. Access to and Furnishing Information: The Company has provided the Undersigned with a copy of the Prospectus filed with the U.S. Securities and Exchange Commission. The Undersigned hereby acknowledges that he/she/it has had an opportunity to review and understand the foregoing and has, if he/she/it deemed necessary, consulted with a legal and/or tax advisor.
4. Common Stock Purchase Warrants: Each Warrant entitles the holder to purchase one share of the Company's Common Stock at an exercise price of $.10, for a period of two years from the date of the Prospectus, expiring on _________________.
5. Revocation: The undersigned agrees that he/she/it shall not cancel, terminate or revoke this Agreement or any provisions hereof or any agreement of the Undersigned made hereunder.
6. Notices: All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Undersigned or to the Company at their respective addresses set forth below.
7. Governing Law: This Agreement and other transactions contemplated hereunder shall be construed in accordance with and governed by the laws of the State of Nevada.
8. Entire Agreement: This Offer constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties.
IN WITNESS WHEREOF, the parties hereto have executed this Offer as of the date and year set forth below.
DATED this ________ day of __________, ______.
Signature
---------------------------------------------
Address
---------------------------------------------
City Province/State Postal/Zip Code
---------------------------------------------
Telephone
|
ACCEPTED BY:
OLIVER CREEK RESOURCES INC.
EXHIBIT 99.2
STOCK SUBSCRIPTION OFFER
OLIVER CREEK RESOURCES INC.
-------DRAFT -----
WARRANT AGREEMENT
OLIVER CREEK RESOURCES INC.
AND
HOLLADAY STOCK TRANSFER
Warrant Agent
________________________, 2005
THIS AGREEMENT (the "Agreement") is dated as of _______________, 2006, by and between OLIVER CREEK RESOURCES INC., a Nevada corporation (the "Company") and HOLLADAY STOCK TRANSFER (the "Warrant Agent").
WHEREAS, the Company will issue Warrant Certificates in connection with a public offering of its securities. Pursuant to the terms of the offering, there will be two Stock Purchase Warrants (the "Warrants") issued for each Unit purchased in the offering. Each Warrant will entitle the holder to purchase one share of the Company's common stock at a price of $.10 for a period of two (2) years from the date of the offering, or ________________, 200__.
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration, transfer and exchange of the Warrant Certificates and, thereafter, exercise of the Warrants.
NOW THEREFORE, in consideration of the promises and the mutual agreements hereinafter set forth, it is agreed that:
1. Warrants/Warrant Certificates. Each Warrant shall entitle the holder (the "Registered Holder" or, in the aggregate the "Registered Holders") in whose name the Warrant Certificate shall be registered on the books maintained by the Warrant Agent to purchase one share of Common Stock of the Company on exercise thereof, subject to modification and adjustment as provided in Section 7. Warrant Certificates representing the right to purchase Warrant Shares shall be executed by the Company's President, attested to by the Company's Secretary, and delivered to the Warrant Agent upon execution of this Agreement.
Subject to the provisions of Sections 3, 5 and 6, the Warrant Agent shall deliver Warrant Certificates in the required whole number denominations to the Registered Holders in connection with any transfer or exchange permitted under this Agreement. Except as provided in Section 6 hereof, no Warrant Certificates shall be issued except i) Warrant Certificates initially issued hereunder, (ii) Warrant Certificates issued on or after the initial issuance date, upon the exercise of any Warrants, to evidence the unexercised Warrants held by the exercising Registered Holder, and (iii) Warrant Certificates issued after the initial issuance date, upon any transfer or exchange of Warrant Certificates or replacements of lost or mutilated Warrant Certificates.
2. Form and Execution of Warrant Certificates. The Warrant Certificates shall be substantially in the form attached hereto as Exhibit A. The Warrant Certificates
shall be dated as of the date of their issuance, whether on initial issuance, transfer or exchange or in lieu of mutilated, lost, stolen or destroyed Warrant Certificates.
Each such Warrant Certificate shall be numbered serially in accordance with the Common Stock initially attached thereto with the letter "W" appearing on each Warrant Certificate. The Warrant Certificates may immediately be detached. The Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. In the event any officer of the Company who executed the Warrant Certificates shall cease to be an officer of the Company before the date of issuance of the Warrant Certificates or before countersignature and delivery by the Warrant Agent, such Warrant Certificates may be countersigned, issued and delivered by the Warrant Agent with the same force and effect as though the person who signed such Warrant Certificates had not ceased to be an officer of the Company.
3. Exercise. Subject to the provisions of Sections 4 and 7, the Warrants, when evidenced by a Warrant Certificate, may be exercised in whole or in part at any time during the period (the "Exercise Period") commencing on _______________, 200__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercise immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and shall be delivered, together with payment therefore, to the Company at its corporate offices located at 6952 Lanark Street, Vancouver, B.C. Canada V5P 2Z7 (the "Corporate Office"), in cash or by official bank or certified check, in an amount equal to the aggregate Exercise Price, in lawful money.
Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant, or scrip or cash therefore, and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Shares issuable on such exercise.
Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant.
The Company may deem and treat the Registered Holders of the Warrants as the absolute owners thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the Common Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.
4. Reservation of Shares and Payment of Taxes. The Company covenants that it will at all times reserve and have available from its authorized Common Stock such number of shares as shall then be issuable upon the exercise of all outstanding Warrant Certificates. The Company covenants that all Warrant Shares which shall be so issuable shall be duly and validly issued, fully paid,
non-assessable, and free from all taxes, liens and charges of whatsoever nature with respect to the issuance thereof.
The Company and the Warrant Agent acknowledge that the Company will be required, pursuant to the Securities Act of 1993, as amended (the "Act"), that no Warrants may be exercised nor may Warrant Shares be issued by the Warrant Agent unless, on the Exercise Date: the Company has an effective registration statement covering the issuance of the Warrant Shares under the Act or such issuance is exempt from registration under the applicable state and federal securities laws, rules and regulations of the state in which such Registered Holder resides.
If any Shares of Common Stock to be reserved for the purpose of exercise of Warrant Certificates hereunder require any other registration with or approval of any government authority under any federal or state law before such shares may be validly issued or delivered, then the Company covenants that it will, in good faith and as expeditiously as possible, endeavor to secure such registration or approval, as the case may be. No Warrant Shares shall be issued unless and until any such registration requirements have been satisfied if and when required.
The Registered Holder shall pay all documentary, stamp, or similar taxes and other government charges that may be imposed with respect of the issuance of the Warrants, or the issuance, transfer or delivery of any Warrant Shares on exercise of the Warrants. In the event the Warrant Shares are to be delivered in a name other than the name of the Registered Holder of the Warrant Certificate, no such delivery shall be made unless the person requesting the same has paid to the Warrant Agent the amount of any such taxes or charges incident thereto.
In the event the Warrant Agent ceases to also serve as the stock transfer agent for the Company, the Warrant Agent is irrevocably authorized to requisition the Company's new transfer agent from time to time for Certificates of Warrant Shares required upon exercise of the Warrants, and the Company will authorize such transfer agent to comply with all such requisitions. The Company will file with the Warrant Agent a statement setting forth the name and address of its new transfer agent for Shares of Common Stock or other capital stock issuable upon exercise of the Warrants and of each successor transfer agent appointed by the Company during the term of this Agreement.
5. Registration of Transfer. The Warrant Certificates may be transferred in whole or in part. Warrant Certificates to be exchanged shall be surrendered to the Company at its Corporate Office. The Company shall execute and the Warrant Agent shall countersign, issue and deliver in exchange therefore the Warrant Certificate(s) which the Registered Holder making the transfer shall be entitled to receive.
The Warrant Agent shall keep transfer records of all such transactions at its corporate offices which shall register Warrant Certificates and any transfers thereof. On due presentment for registration of transfer of any Warrant Certificate, the Company shall execute and the Warrant Agent shall issue and deliver to the transferee or transferees' a new Warrant Certificate(s) representing an equal aggregate number of Warrants. All Warrant Certificates presented for registration of transfer or exercise shall be duly endorsed or accompanied by a written instrument or instruments or transfer in form satisfactory to the Company and the Warrant Agent. Any reasonable fee for any registration of transfer of Warrant Certificates shall be paid by the Registered Holder. The Company may require payment of a sum sufficient to cover any tax or other government charge that may be imposed in connection therewith.
All Warrant Certificates so surrendered, or surrendered for exercise, or for exchange in case of mutilated Warrant Certificates, shall be promptly canceled by the Warrant Agent and thereafter retained by the Warrant Agent until termination of the agency created by this Agreement. Prior to due presentment for registration of transfer thereof, the Company and the Warrant Agent may treat the Registered Holder of any Warrant Certificate as the absolute owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company or the Warrant Agent), and the parties hereto shall not be affected by any notice to the contrary.
6. Loss or Mutilation. On receipt by the Company and the Warrant Agent of evidence satisfactory as to the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate, the Company shall execute, and the Warrant Agent shall countersign and deliver in lieu thereof, a new Warrant Certificate representing an equal aggregate number of Warrants. In the case of loss, theft or destruction of any Warrant Certificate, the individual requesting issuance of a new Warrant Certificate shall be required to indemnify the Company and the Warrant Agent in an amount satisfactory to each of them. In the event a Warrant Certificate is mutilated, such Certificate shall be surrendered and canceled by the Warrant Agent prior to delivery of a new Warrant Certificate. Applicants for a new Warrant Certificate shall also comply with such other regulations and pay such other reasonable charges as the Company may prescribe.
7. Adjustment of Exercise Price and Shares. In the event of any adjustment of the Exercise Price pursuant to this Section 7, the number of Shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing any such adjusted Exercise Price into the original Exercise Price. The Exercise Price shall be subject to adjustment as follows:
(a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any Shares of its Common Stock as a share dividend or shall subdivide the number of outstanding Shares of Common Stock into a greater number of Shares, then, in either of such events, the Exercise Price per Share of Common Stock purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of Shares of its outstanding Common Stock by combining such Shares into a smaller number of Shares, then, in such event, the Exercise Price per Share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of Shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in Shares of any other class of the Company's securities, or in securities convertible into shares of Common Stock of the Company, shall be treated as a dividend paid in Common Stock to the extent that Shares of Common Stock are issuable on the conversion thereof.
(b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provisions shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each Share of Common Stock of the Company which he/she/ it would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each Share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise a Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 5:00 p.m., Pacific Standard Time, on the 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the Registered Holders thereof at such addresses as may appear on the records of the of the Company and the Warrant Agent.
(c) Notwithstanding the provisions of this Section 7, no adjustment on the Exercise Price shall be made whereby such Price is adjusted in an amount less than $0.001, the par value of the Company's Common Stock, or until the aggregate of such adjustments shall equal or exceed $0.001.
(d) In the event, prior to the expiration of the Warrant Certificates by exercise or by their terms, the Company shall determine to take a record of the Registered Holders of its Common Stock for the purpose of determining shareholders entitled to receive any Share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the Shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 15 days prior written notice to the effect that it
intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Stock or other Shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company.
(e) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock on exercise of any options pursuant to such plans, or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the anti-dilution provisions of this Section 7 will not apply in the event a merger or acquisition is undertaken by the Company), in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, or the like.
(f) Before taking any action which would cause an adjustment reducing the Exercise Price below the then par value of the Shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable Shares of such Common Stock at such adjusted Exercise Price.
Upon any adjustment of the Exercise Price required to be made pursuant to this
Section 7, the Company, within 30 days thereafter, shall (a) cause to be filed
with the Warrant Agent a certificate setting forth the Exercise Price after such
adjustment and setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based, and (b) cause to be mailed to
each of the Registered Holders of the Warrant Certificates written notice of
such adjustment.
8. Duties, Compensation and Termination of Warrant Agent. The Warrant Agent shall act hereunder as agent and in a ministerial capacity for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or by any other act hereunder, be deemed to make any representations as to the validity, value or authorization of the Warrant Certificates or the Warrants represented thereby or of the Common Stock or other property delivered on exercise of any Warrant. The Warrant Agent shall not at any time be under any duty or responsibility to any holder of the Warrant Certificates to make or cause to be made any adjustment of the Exercise Price or to determine whether any fact exists which may require any such adjustment.
The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or for any action taken or omitted by it in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this Agreement except for its own negligence or willful misconduct.
The Company agrees to indemnify the Warrant Agent against any and all losses, expenses and liabilities which the Warrant Agent may incur in connection with the exercise of any Warrants as set forth in Section 4.
The Warrant Agent may at any time consult with counsel satisfactory to it (which may be counsel for the Company) and shall incur no liability or responsibility for any action taken or omitted by it in good faith in accordance with the opinion or advice of such counsel. Any notice, statement, instruction, request, direction, order or demand of the Company shall be sufficiently evidenced by an instrument signed by its President and attested to by its Secretary or Assistant
Secretary. The Warrant Agent shall not be liable for any action taken or omitted by it in accordance with such notice, statement, instruction, request, order or demand.
The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse the Warrant Agent for its reasonable expenses. The Company further agrees to indemnify the Warrant Agent against any and all losses, expenses and liabilities arising as a result of the Warrant Agent's negligence or willful misconduct.
The Warrant Agent may resign its duties or the Company may terminate the Warrant Agent and the Warrant Agent shall be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own negligence or willful misconduct), on thirty days' prior written notice to the other party. At least fifteen days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Registered Holder of each Warrant Certificate. On such resignation or termination, the Company shall appoint a new Warrant Agent. If the Company shall fail to make such appointment within a period of thirty days after it has been notified in writing of the resignation by the Warrant Agent, then the Registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent.
After acceptance in writing of an appointment of a new Warrant Agent is received by the Company, such new Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; provided, however, if it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed. The Company shall file a notice of appointment of a new Warrant Agent with the resigning Warrant Agent and shall forthwith cause a copy of such notice to be mailed to the Registered Holder of each Warrant Certificate.
Any corporation into which the Warrant Agent or any new Warrant Agent may be converted or merged, or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant Agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent shall be a successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor Warrant Agent shall promptly cause notice of its succession as Warrant Agent to be mailed to the Company and to the Registered Holder of each Warrant Certificate. No further action shall be required for establishment and authorization of such successor Warrant Agent.
The Warrant Agent, its officers or directors and its subsidiaries or affiliates may buy, hold or sell Warrants or other securities of the Company and otherwise deal with the Company in the same manner and to the same extent and with like effect as though it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.
9. Modification of Agreement. The Warrant Agent and the Company may, by
supplemental agreement, make any changes or corrections in this Agreement (i)
that they shall deem appropriate to cure any ambiguity or to correct any
defective or inconsistent provision or mistake or error herein contained; or
(ii) that they may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Warrant Certificates; provided, however,
this Agreement shall not otherwise be modified, supplemented or altered in any
respect except with the consent in writing of the Registered Holders of Warrant
Certificates representing not less than 51% of the Warrants outstanding.
Additionally, except as provided in Section 7, no change in the number or nature
of the Warrant Shares purchasable on exercise of a Warrant, the Exercise Price
therefore, or the Expiration Date of a Warrant shall be made without the consent
in writing of the Registered Holder of the Warrant Certificate representing such
Warrant, other than such changes as are specifically prescribed or allowed by
this Agreement.
10. Notices. All notices, demands, elections, opinions or requests (however characterized or described) required or authorized hereunder shall be deemed given sufficiently if in writing and sent by registered or certified mail, return receipt requested and postage prepaid, or by tested telex, telegram or cable to, in the case of the Company:
6952 Lanark Street
Vancouver B.C.
Canada V5P 2Z7
and in the case of the Warrant Agent:
Holladay Stock Transfer 2939 North 67th Place Scottsdale, AZ 85251
and if to the Registered Holder of a Warrant Certificate, at the address of such holder as set forth on the records maintained by the Warrant Agent and the Company.
11. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the Company, the Warrant Agent and their respective successors and assigns, and the Holders of the Warrant Certificates. Nothing in this Agreement is intended or shall be construed to confer upon any other person any fright, remedy or claim or to impose on any other person any duty, liability or obligation.
12. Further Instruments. The parties shall execute and deliver any and all such other instruments and shall take any and all other actions as may be reasonably necessary to carry out the intention of this Agreement.
13. Severability. If any provision of this Agreement shall be held, declared or pronounced void, voidable, invalid, unenforceable or inoperative for any reason by any court of competent jurisdiction, government authority or otherwise, such holding, declaration or pronouncement shall not affect adversely any other provision of this Agreement, which shall otherwise remain in full force and effect and be enforced in accordance with its terms and the effect of such holding, declaration or pronouncement shall be limited to the territory or jurisdiction in which made.
14. Waiver. All the rights and remedies of either party under this Agreement are cumulative and not exclusive of any other rights and remedies as provided by law. No delay or failure on the part of either party in the exercise of any right or remedy arising from a breach of this Agreement shall operate as a waiver of any subsequent right or remedy arising from a subsequent breach of this Agreement. The consent of any party where required hereunder to act or occurrence shall not be deemed to be a consent to any other action or occurrence.
15. General Provisions. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the state of Nevada. Except as otherwise expressly stated herein, time is of the essence in performing hereunder. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provisions hereof waived or discharged except in writing signed by the party against who such amendment, modification, waiver or discharge is sought to be enforced. The headings of this Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
OLIVER CREEK RESOURCES INC.
(Corporate Seal)
By: /s/ Samantha Thomson, Secretary
ATTEST:
/s/ Bruce Thomson, Secretary
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THE WARRANT AGENT:
HOLLADAY STOCK TRANSFER
EXHIBIT 99.3
GEOLOGY REPORT
ON
THISTLE CLAIM
Vancouver Island Copper Gold Project
Northing 5437500 m
Easting 381000 m
Longitude 124(0)37' 30" W Latitude 49(0)05' N
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UTM Zone 10
Map Sheets M092F 02E
FOR
Oliver Creek Resources Inc.
6952 Lanark Street
Vancouver, British Columbia
V5P 2Z7
GEOLOGIST
W . Timmins, P. Eng.
Date: February, 2006
TABLE OF CONTENTS
Page
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TABLE OF CONTENTS.............................................................2
LIST OF FIGURES...............................................................3
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1. SUMMARY..................................................................4
2. INTRODUCTION.............................................................6
2.1 Disclaimer..................................................6
3. PROPERTY DESCRIPTION AND LOCATION........................................7
4. ACCESS, CLIMATE, LOCAL RESOURCES AND INFRASTRUCTURE......................8
5. HISTORY..................................................................9
6. RECENT EXPLORATION WORK..................................................9
7. GEOLOGICAL SETTING......................................................10
7.1 Regional Geology...........................................10
7.2 Property Geology...........................................10
8. DEPOSIT TYPE............................................................10
8.1 Vancouver Island (Debbie) Gold Mine........................11
8.2 Skarn and Massive Sulphide Deposits........................12
9. GEOPHYSICS..............................................................14
10.1 Regional Geophysics........................................14
10.2 Geophysics of Claims.......................................14
10. REGIONAL GEOCHEMISTRY...................................................14
11. CONCLUSIONS.............................................................15
12. RECOMMENDED PROGRAM.....................................................16
13. BUDGET..................................................................16
Budget - Phase I....................................................17
Budget - Phase II...................................................17
14. STATEMENT OF QUALIFICATIONS.............................................18
15. REFERENCES..............................................................19
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VANCOUVER ISLAND COPPER GOLD PROJECT PAGE 2
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LIST OF FIGURES
Following page
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Figure 1: Property Location Map..................................7
Figure 2: Property Claim Map.....................................8
Figure 3: Regional & Property Geology...........................10
Figure 4: Regional Geochemistry.................................14
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1. SUMMARY
The region has an active mining area for precious and base metals since the discovery of the Debbie (Vancouver Island) gold mine in the late 19th century and the 1970's exploration work in the region and numerous showings throughout the area remain to be explored.
The property is located 16 kilometres south east of Port Alberni, British Columbia on Vancouver Island. Access is provided to the claims off the main Port Alberni to Bampton road via logging roads. Alberni Sound is used extensively for recreational pursuits however it has no official designation. The topography and relief is fairly rugged extending from 400 metres to 1200 metres in elevation.
In the 1970's and 1980's exploration on the Debbie showing 4.5 kilometres to the north by Westmin developed almost 500,000 tonnes of resources.
This area is part of the Insular belt of the Cordillera of volcanics, crystalline rocks and minor sediments of the geological province of Wrangallia and represents its western most portion. The eastern portion of Vancouver Island is underlain by the Palaeozoic Sicker Group sediments and Upper Triassic basalts with minor carbonates and clastic sediments, which in turn are overlain by the Lower Jurassic Bonanza Volcanic Group which has been intruded by the Early -Middle Jurassic Island Plutonic Suite of the volcanic island arc sequence
At least two types of deposits are associated with these rock units and the indicated geological environment underlying the claim group. Quartz veins related to an intrusive into the overlying volcanics, a volcanic massive
sulphide gold zone and a related skarnified precious metal - base metal contact zone, all have elements of their host geology present on the property.
The zones on the Thistle Claim, in the Sicker volcanic belt provides a very attractive exploration prospect for copper and gold mineralization. The Phase I budget will cover detailed geological mapping; geochemical sampling and prospecting. It is estimated to cost $44,000.
2. INTRODUCTION
The region has an active mining area for precious metals since the discovery of the Vancouver Island Gold Mine in the late 1890's. Numerous showings throughout the area remain to be explored.
Prospecting on Vancouver Island south of the Vancouver Island Gold mine (Debbie Mine) revealed some areas of interesting geology and potential for precious metals. The Thistle Claim, which is the subject of this report have been prospected, sampled and staked. Oliver Creek Resources Inc. acquired a 100% interest in them.
2.1 DISCLAIMER
This report was initiated by the Bruce A. Thomson President of Oliver Creek Resources Inc. to evaluate the area of the claims and to recommend an exploration program to develop its mineral prospects and to be filed with the appropriate regulatory bodies.
In order to write the report, old mine data and geological reports were compiled and a property visit was conducted in November 2005.
3. PROPERTY DESCRIPTION AND LOCATION
The Thistle Claim is located about 16 kilometres southeast of Port Alberni, British Columbia on Vancouver Island just west of Father and Son Lake. Access is provided to the claims off the main Port Alberni to Bamfield road and via logging roads off the main road (Figure 1, Map Sheet M092F02E).
The entire Property consists of 2 unpatented mineral claims, consisting of 32 cell units staked and recorded online as per the new British Columbia Regulations. The parameters delineating the interests Oliver Creek Resources Inc. is found below and the claims are displayed on Figure 2.
TABLE 1. OLIVER CREEK RESOURCES INC. CLAIMS
Tenure
Claim Name Units Record # Expiry Date Map Sheet Owner
---------- ----- -------- ----------- --------- -----
THISTLE 1 10 508188 Mar 1/07 MO92F02E B. Thompson
THISTLE 4 22 528359 Feb 15/07 MO92F02E B. Thompson
TOTAL 32 UNITS 676.90 Hectares
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In British Columbia, each unit's size may vary with the geodiscal nature of the province and consist of approximately 20 hectares
All claims staked in British Columbia require $4 per hectare worth of assessment work to be undertaken in Year 1 through 3, followed by $8 per hectare per year thereafter. There are no known environmental concerns or parks designated for any area contained within the claims and logging operations have been very active in the recent past. Alberni Sound is used extensively for recreational pursuits however it has no official designation.
The property has no encumbrances. As advanced exploration proceeds there may be bonding requirements for reclamation.
Oliver Creek Resources Inc. has acquired outright, a 100% interest in the property.
4. ACCESS, CLIMATE, LOCAL RESOURCES AND INFRASTRUCTURE
The claim is located southeast of Port Alberni, British Columbia on Vancouver Island. Access is provided to the claims off the main Port Alberni to Bamfield road via logging roads off the main road (Map 2). The property is accessible 6 kilometres up a logging road from the Port Alberni Bamfield road.
The topography and relief is fairly rugged extending from 400 metres to1000 metres in elevation. The forested slopes are actively being logged with some areas of re-growth typical of this area British Columbia. There is a mix of cedar, hemlock, spruce trees with alder, willow and cottonwood on old roads and poorly drained areas. Undergrowth brush is typical with salal, devil's club and assorted berry bushes. Climate is also typical of the Vancouver Island area and is such that the lower and middle elevations will be workable year round with little difficulty. Higher ground may require snow machines or similar track mounted vehicles.
All the major river drainages flow year round as do many subsidiary creeks. The area is an active logging region with plenty of heavy equipment and operators available for hire. Most live in Port Alberni, Parkside or Nanimo. All these population centres totalling almost 20,000 people are within a one hour drive of the project and provide all amenities including police, hospitals, groceries, fuel, helicopter services, hardware and other necessary
items. Drilling companies and assay facilities are located in Campbell River on the island or in Vancouver.
5. HISTORY
Gold was discovered in the area in the late part of the 19th century. Initial exploration occurred at that time with several showings around the Debbie Mine being discovered and developed by trenching and adits.
A second period of discovery and exploitation occurred in the mid - late 1930's and early 1940's which saw several new showings discovered and the bulk of the showings and occurrences were mined, including the Thistle Mine to the north of this property. Some post war mining occurred but most of the area was under explored until the 1980's.
During this last period of activity in the 1980's Westmin developed a reserve on the Debbie Mine area of 471,956 tonnes grading 6.23 grams (Minfile Report # 092F 079). Three showings were identified on or adjacent to the property; Thistle (Minfile Report # 092F 083); Saddle (Minfile Report # 092F 442); and Douglas (Minfile Report # 092F 443) during this period.
6. RECENT EXPLORATION WORK
Little further exploration was conducted in the area since that last 1980's period.
7. GEOLOGICAL SETTING
7.1 REGIONAL GEOLOGY
This area is part of the Insular belt of the Cordillera of volcanics, crystalline rocks and minor sediments of the geological province of Wrangallia and represents its western most portion. This terrain is the trailing edge of the Wrangallia geologic province as it was being rafted on to the North American Craton.
The eastern portion of Vancouver Island is underlain by the Palaeozoic Sicker Group sediments and Upper Triassic basalts with minor carbonates and clastic sediments. These units which underlie the subject property of this report have been intruded by the Early -Middle Jurassic Island Plutonic Suite (granodiorite - monzonite - diorite) which is coeval or late stage part of the volcanic island arc sequence
Basaltic flows and pillow basalt of the Triassic Karmutsen Formation (Vancouver Group) are underlain by a complexly inter-layered succession of volcanics and sediments of the Paleozoic Sicker and Mississippian to Lower Permian Buttle Lake groups. These include basaltic flows, agglomerates and bedded tuffs of the Upper Devonian McLaughlin Ridge Formation (Myra Formation), Sicker Group and limestones and marbles of the Upper Pennsylvannian to Lower Permian Mount Mark Formation (Buttle Lake Group, previously Buttle Lake Formation).
7.2 THISTLE PROPERTY GEOLOGY
Basaltic flows and pillow basalt of the Triassic Karmutsen Formation (Vancouver Group) are underlain by a complexly inter- layered succession of volcanics and sediments of the Paleozoic Sicker and Mississippian to Lower Permian Buttle Lake groups. These include basaltic flows, agglomerates and bedded tuffs of the Upper Devonian McLaughlin Ridge Formation (Myra
Formation), Sicker Group and limestones and marbles of the Upper Pennsylvannian to Lower Permian Mount Mark Formation (Buttle Lake Group, previously Buttle Lake Formation).
Disseminated to massive sulphide mineralization, consisting of pyrite, chalcopyrite and minor pyrrhotite plus sulphide rich quartz-carbonate veins, occur in sheared pyritic quartz-sericite schists with chloritized mafic volcanic flows ("Mine Flow Unit") and tuffs of the Upper Devonian McLaughlin Ridge Formation. One zone of semi-massive pyrite, up to 10 centimetres thick and 50 centimetres long, occurs in McLaughlin Ridge basalts on the property which a sample across the zone assayed 2.1 grams per tonne gold.
Drilling in 1988 in this area, encountered a stockwork of hematitic quartz-carbonate veinlets containing disseminated pyrrhotite and chalcopyrite assayed 1.19 grams per tonne gold, 0.0024 per cent copper, 0.0023 per cent zinc, trace silver and trace lead. Another occurrence of copper-gold mineralization in basaltic rocks of the McLaughlin Ridge Formation assayed 2.47 grams per tonne gold and 0.16 per cent copper. Mineralization is associated with the common chloritic alteration, but chlorite-epidote-carbonate-quartz alteration is also present.
Mineralization consists of pyrite, chalcopyrite and galena in quartz veins with associated quartz-carbonate and sericite alteration in sheared pillowed volcanics and breccia was also found on the southern part of the claim. The alteration occurs over a width of 100 metres and to the east finely laminated argillite with 10 - 20% pyrite occurs as an inlier between basaltic and cherty tuff. Assays of almost 2 grams gold were recorded.
8. DEPOSIT TYPE
Two styles of mineralization which are present in the Mineral Creek zone represent the type of mineralization to be expected in the area. Gold occurs in a wide zone of cataclasis and pervasive ankerite-quartz-sericite-pyrite alteration with minor arsenopyrite in bedded volcaniclastic and aphyric basalt flow rocks adjacent to the fault and gold occurs in quartz veins with minor pyrite and arsenopyrite cutting both the alteration zone and its immediate hanging wall aphyric basalt host. The veins are considered to be possibly Tertiary in age.
Major shear structures appear to be intimately associated with these mineralized zones and felsic intrusives are proximal to if not intermixed with most of the showings.
Two other deposit types are suggested with the Thistle Mine reported as possibly a skarn and the presence of massive sulphide layers within the volcanics.
8.1 VANCOUVER ISLAND GOLD (DEBBIE MINE) DEPOSIT
The Debbie area is underlain by andesitic to basaltic flows including intermediate to mafic volcanics, bedded volcaniclastics, mylonite and foliated volcanics, pillowed basalts, tuff, agglomerates, cherty tuffs and chert of the Paleozoic Sicker Group. These comprise the Devonian Nitinat, Duck Lake and McLaughlin Ridge formations. The north-northeast striking Mineral Creek fault cuts the subparallel striking stratigraphy. The zone occurs within the immediate hanging wall of the east dipping Mineral Creek fault and has a 600 metre strike length. The width ranges from 46 to 61 metres contains a set of quartz-clay-ankerite/calcite-minor pyrite and arsenopyrite veins with native gold. The veins, which are haloed by narrow ankerite-sericite-pyrite selvages, occur within the 600-metre northeast
strike and in an area of 230 metre width. Three main gold-bearing quartz veins that were developed from the old workings and follow well-developed shear zones on the east side of Mineral Creek. They are lens-shaped and consist of two generations of quartz. Pyrite, arsenopyrite and minor sphalerite are disseminated in the veins and free gold has also been reported.
Faults are often associated with these zones and diorite intrusives of the Early to Middle Jurassic Island Plutonic Suite. For example mineralized properties are found along a shear zone which cuts andesite, diorite and Tertiary quartz-feldspar porphyry.
The mineralization ocurrs with as quartz veins, lenses, stockworks (some stockwork are hematitic quartz-carbonate veinlets) and stringers containing variable amounts of sulphides, mainly pyrite (sometimes pyrrhotite), chalcopyrite, minor galena and sphalerite. Usually it occurs in a shear zone which sub-parallels the andesite/diorite contact. The wallrock is strongly altered by ankeritic carbonate for widths of several centimetres to several metres. A subordinate shear set can also present and the assay grades are highest where these two shear sets intersect.
Chloritic alteration is most common , but epidote-carbonate- chlorite-quartz alteration is also present. Mineralization is associated with alteration.
8.2 SKARN AND MASSIVE SULPHIDE DEPOSITS
A 2.2 metre wide interval of pyritic chlorite-altered basalt and sericite-altered basalt, of the basaltic flow unit ("Mine Flow Unit"), contains an 80 centimetre width of massive pyrite. Drilling in 1984, intersected 20 centimetres of 17.6 grams per tonne gold in chloritic basalt,
including 2 centimetres of massive pyrite and drilling in 1988 encountered strong chloritic alteration and semi-massive to massive auriferous pyrite.
These reports of "volcanogenic massive sulphide (VMS)" type occurrences with chloritic alteration suggest the area is potentially a VMS environment that would be conducive hosting gold mineralization.
As well, the Thistle Mine was reported by early workers to be a skarn deposit in altered limestone, intruded by fine-grained diorite. The presence of limestone and the "pregnant" intrusives in the area imply the possibility of this mineralization associated with gold is possible in the area.
9. GEOPHYSICS
9.1 REGIONAL GEOPHYSICS
The area of the claims has been covered by a Geological Survey of Canada airborne magnetometer survey, which highlights magnetic features associated with the geological units that cross the property. No definitive anomalies are associated with the property.
9.2 GEOPHYSICS OF CLAIMS
No ground geophysical surveying has been reported for the Property.
10. REGIONAL GEOCHEMISTRY
Regional government stream sediment and till sampling geochemical surveying was completed which identifies the area of the property as an area of anomalous base and precious metal indicator values. National geochemical reconnaissance surveys completed by the Geological Survey of Canada and the
British Columbia Ministry of Energy Mines and Petroleum Resources on stream sediment samples and till samples have published values of copper and gold in the area and other indicator minerals including molybdenum and mercury. They are displayed in Figure 3. The sample density is of such a scale that it is a positive indication only and not a definitive indicator.
11. CONCLUSIONS
The Thistle zone in the Sicker volcanic belt on the Thistle Claim, provides a very attractive exploration prospect for copper and gold mineralization. The belt has not been subjected to recent exploration. The geology is favourable for two to three types of volcanic belt related mineralised zones and has anomalous stream and glacial till samples from the area. Preliminary exploration and research has identified the high potential of this volcanic belt that are very similar to those found at known mineralised bodies and could have significant areas of mineralization.
It is concluded that detailed exploration as recommended could locate further mineralized zones. This exploration will ascertain the various rock units and silt sampling, rock and soil geochemistry, will help evaluate the potential of the property. It is apparent that the belt of volcanic rocks presently being explored represents a unique situation: there exists a mine model, superb road access and a good base information . Further work is warranted.
12. RECOMMENDED PROGRAM
A detailed program (Phase I) of geological review and exploration is proposed to develop a detailed geological base model for the claims.
Both Phase I and Phase II are necessary to complete the initial evaluation of the Property.
13. BUDGET
The initial phase of exploration for the claims will consist of detailed geological mapping of all roads within and buttressing the claims and silt sampling of every drainage or draw (soil sampling if necessary). This work is important in establishing the base and anomalous geochemical values and the structural implication of the drainages as faults or contacts.
The Phase I budget will cover detailed geological mapping; silt (soil if necessary) geochemical sampling geophysical surveying and trenching of the defined zones; and prospecting. It is estimated to cost $44,000 as described below.
VANCOUVER ISLAND COPPER GOLD PROJECT PAGE 16
BUDGET - PHASE I (ALL FIGURE ARE US$)
1. Geological Mapping including rock assays $ 12,000
2. Geochemical surveying; soil and silts 300 samples & assays $ 8,000
3. Equipment rental vehicles & materials $ 5,000
4. Fuel, Food, Field Supplies $ 3,800
5. Geophysical Surveying (magnetometer and VLF EM) $ 11,000
6. Trenching & sampling $ 2,200
7. Report writing, Supervision, Travel $ 2,000
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GRAND TOTAL - PHASE I $ 44,000
========
PHASE II
1. Follow-up Detailed Geology & sampling $ 13,000
2. Drilling 1000 metres at $105/ metre $105,000
3. Assays 400 @ $20 per assay $ 8,000
4. Permitting $ 25,000
5. Supervision, Travel Report preparation & Contingency $ 44,000
--------
GRAND TOTAL - PHASE II $195,000
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VANCOUVER ISLAND COPPER GOLD PROJECT PAGE 17
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14. STATEMENT OF QUALIFICATIONS
I, William G. Timmins, of the City of Vancouver, in the Province of British Columbia, do hereby certify that:
1. I am a consulting geologist, with offices at 1016 - 475 Granville
Street, Vancouver, B. C.
2. I have been practicing my profession for the past 39 years, having
been engaged in the evaluation, exploration and development of mineral
properties throughout Canada, the United States, Latin and South
America, Australia and New Zealand.
3. I am a graduate of the Provincial Institute of Mining, Haileybury
Ontario (1956) and attended Michigan Technological University 1962 -
1965, Geology, and was licensed by the Professional Engineers
Association of B.C. (geological discipline) in 1969.
4. This report is based on published and private reports, maps and data
in the public domain, and a visit to the property during the 2005
field season.
5. The author is not aware of any material fact or material change with
respect to the subject matter of the technical report which is not
reflected in the technical report, the omission to disclose which
makes the technical report misleading.
6. I have no interest, nor do I expect to receive any interest in the
properties or securities of Oliver Creek Resources Inc. and am
independent of the issuer.
7. I have no prior involvement with this property and this technical
report has been prepared in compliance with regulatory authority.
8. Oliver Creek Resources Inc. is hereby granted permission to use this report for all purposes normal to the corporate business of the company.
15. REFERENCES
Minefile Capsule Geology and Bibliography; 092F 079; 082; 083; 084; 348; 386; 437; 439; 440; 441; 547 & 561
Ministry of Energy, Mines and Petroleum Resources , British Columbia; Open File Report 1990-27 p43 -47
Schroder, T. Ministry of Energy, Mines and Petroleum Resources, British Columbia; District Geologist, pers. Communication
Department of Energy, Mines and Resources, Geological Survey of Canada; Open
File 2948a - Tectonic Assemblage Map of Vancouver Open File 2490 - Guide to
the Geology and Tectonic Evolution of the Southern Coast Mountains - 1994,
Preliminary Map - Terranes of the Southern Coast and Intermontane Belts,
British Columbia 1994, Journeay J. M. and Monger, J.W.H Aeromagnetic Maps:
Vancouver Island; RGS 1994 - Vancouver Regional Geochemical Survey, RGS