UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 20-F


x

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended ______________________

OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to __________

OR

¨

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ………………………………


Tarsis Resources Ltd.

(Exact name of Registrant as specified in its charter)


British Columbia, Canada

(Jurisdiction of incorporation or organization)


Suite 1103 – 750 West Pender Street, Vancouver, British Columbia, Canada V6C 2T8

 (Address of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:

None


Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None


Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period covered by the annual report.       43,137,111 Common Shares


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   

Yes    ¨      No   x

If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 . Yes ¨ No ¨

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.            

Yes ¨  No x


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.


Large accelerated filer    ¨

Accelerated filer     ¨

Non-accelerated filer   x


Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP ¨

International Financial Reporting Standards as issued

Other   ¨

by the International Accounting Standards Board   x


Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17   ¨   Item 18   x


If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨   No   x _ N/A ¨



Page 2 of 154

Index to Exhibits on Page 83



 

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Tarsis Resources Ltd.

Form 20-F Registration Statement


Table of Contents


 

PART I

Page

 

 

 

Item 1.

Identity of Directors, Senior Management and Advisors

5

Item 2.

Offer Statistics and Expected Timetable

5

Item 3.

Key Information

6

Item 4.

Information on the Company

14

Item 5.

Operating and Financial Review and Prospects

40

Item 6.

Directors, Senior Management and Employees

54

Item 7.

Major Shareholders and Related Party Transactions

61

Item 8.

Financial Information

62

Item 9.

The Offer and Listing

63

Item 10.

Additional Information

66

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

81

Item 12.

Description of Other Securities Other Than Equity Securities

81

 

 

 

 

PART II

 

 

 

 

Item 13.

Defaults, Dividend Arrearages and Delinquencies

81

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

81

Item 15.

Controls and Procedures

81

Item 16.

Reserved

81

Item 16A.

Audit Committee Financial Expert

82

Item 16B.

Code of Ethics

82

Item 16C.

Principal Accountant Fees and Services

82

Item 16D.

Exemptions from Listing Standards for Audit Committees

82

Item 16E.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

82

Item 16F.

Change in Registrant’s Certifying Accountant

82

Item 16G.

Corporate Governance

82

Item 16H.

Mine Safety Disclosure

82

 

 

 

 

PART III

 

 

 

 

Item 17.

Financial Statements

82

Item 18.

Financial Statements

82

Item 19.

Exhibits

83



 

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METRIC EQUIVALENTS


For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:


To Convert from Metric

To Imperial

Multiply by

 

 

 

Hectares

Acres

2.471

Meters

Feet (ft.)

3.281

Kilometers (km)

Miles

0.621

Tonnes

Tons (2000 pounds)

1.102

Grams/tonne

Ounces (troy/ton)

0.029




INTRODUCTION


Tarsis Resources Ltd. (“Tarsis” or the “Company”) was incorporated in Alberta under the Business Corporations Act (Alberta) on October 21, 2005 under the name Tarsis Capital Corporation. The Company was originally classified as a Capital Pool Corporation ("CPC") and completed is qualifying transaction on July 16, 2007. On April 25, 2008, Tarsis continued into British Columbia under the Business Corporations Act (British Columbia) and changed its name to the current Tarsis Resources Ltd. on June 17, 2009.


BUSINESS OF TARSIS RESOURCES LTD.


Tarsis Resources is a mineral company engaged in the acquisition and exploration of mineral properties.


There are no known proven reserves of minerals on Tarsis Resources' properties.  All of the Company's properties are currently at the exploration stage. The Company does not have any commercially producing mines or sites, nor is the Company in the process of developing any commercial mines or sites. The Company has not reported any revenue from operations since incorporation.  As such, Tarsis Resources is defined as an “exploration-stage company”.


FINANCIAL AND OTHER INFORMATION


In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).



FORWARD-LOOKING STATEMENTS


Certain statements in this document constitute “forward-looking statements”. Some, but not all, forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an action or event “may,” “might,” “could,” “should,” or “will” be taken or occur, or other similar expressions. Although the Company has attempted to identify important factors that could cause actual results to differ materially from expected results, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.



 

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Such factors include, among others, the following risks: the risks associated with outstanding litigation, if any, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters of the Registrant with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the Registrant’s common share price and volume; and tax consequences to U.S. Shareholders. We are obligated to keep our information current and revise any forward-looking statements because of new information, future events or otherwise.



Part I


Item 1.  Identity of Directors, Senior Management and Advisors



Table No. 1

Company Officers and Directors

 

Name

Position

Business Address

Marc G. Blythe

President, CEO and Director

750 West Pender Street

Suite 1103

Vancouver, B.C. V6C 2T8

 

 

 

Mark T. Brown

Chief Financial Officer and

Corporate Secretary

325 Howe Street

Suite 410

Vancouver, B.C. V6C 1Z7

 

 

 

Adrian Fleming

Director

Apartment 3, 456 Remuera Road

Remuera, Auckland, New Zealand 1050

 

 

 

Craig Lindsay

Director

888 Dunsmuir Street

Suite 1100

Vancouver, B.C. V6C 3K4

 

 

 

Jason Weber

Director

325 Howe Street

Suite 410

Vancouver, B.C. V6C 1Z7


The Company’s auditor is Davidson & Company LLP, Chartered Accountants, 1200 - 609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1G5. Davidson & Company LLP has been auditor of the Company since inception.


Item 2.  Offer Statistics and Expected Timetable


Not Applicable

 


 

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Item 3.  Key Information


As used within this Annual Report, the terms “Tarsis”, “the Company”, “Issuer” and “Registrant” refer collectively to Tarsis Resources Ltd., its predecessors, subsidiaries and affiliates.


SELECTED FINANCIAL DATA


The selected financial data of the Company for the fiscal years ended September 30, 2013 and 2012, and the eleven months ended September 30, 2011, were derived from the consolidated financial statements of the Company which have been audited by Davidson & Company LLP, Chartered Accountants, as indicated in its auditors’ report which is included elsewhere in this Registration Statement. The financial data for the years ended October 31, 2010 and 2009 have also been derived from the consolidated financial statements of the Company as audited by Davidson & Company LLP, although the consolidated financial statements and auditors’ report are not included in this Registration Statement.


The selected financial data should be read in conjunction with the consolidated financial statements and other financial information included elsewhere in the Registration Statement.


The Company has not declared any dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.


Table No. 2 is derived from the financial statements of the Company, which have been prepared in accordance with International Financial Reporting Standards (IFRS). The Company adopted IFRS effective November 1, 2010. Table No. 2a includes prior years’ statements which were prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP).


Table No. 2

Selected Financial Data

IFRS

(CDN$ in 000, except per share data)

 

 

Three

Months

Ended

12/31/13

Three

Months

Ended

12/31/12


Year

Ended

9/30/13


Year

Ended

9/30/12

Eleven

Months

Ended

9/30/11

 

 

 

 

 

 

Revenue

$0

$0

$0

$0

$0

Interest and Other Income

-

$2

$4

$2

$27

Net Loss

($125)

($223)

($1,317)

($1,320)

($1,203)

Total Comprehensive Loss

($108)

($226)

($1,321)

($1,347)

($1,179)

Basic and Diluted Loss Per Share

($0.00)

($0.01)

($0.03)

($0.04)

$(0.05)

Dividends Per Share

$0

$0

$0

$0

$0

Wtg. Avg. Shares  (000)

43,926

38,913

39,815

30,522

25,805

Working Capital

$111

$661

($88)

$930

$230

Mineral Properties

$7,243

$7,290

$7,203

$7,268

$6,558

Long-Term Debt

$0

$0

$0

$0

$0

Shareholder’s Equity

$6,861

$7,497

$6,622

$7,741

$6,792

Total Assets

$7,455

$8,091

$7,248

$8,375

$6,989



 

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Table No. 2a

Selected Financial Data

Canadian GAAP

(CDN$ in 000, except per share data)

 

 

Year

Ended

10/31/10

Year

Ended

10/31/09

 

 

 

Revenue

$0

$0

Interest and Other Income

$1

$3

Net Loss

($1,219)

($323)

Net Loss Per Share

($0.07)

($0.02)

Dividends Per Share

$0

$0

Wtg. Avg. Shares  (000)

17,086

13,191

Working Capital

$1,074

$217

Mineral Properties

$4,728

$4,567

Long-Term Debt

$0

$0

Shareholder’s Equity

$5,802

$4,721

Total Assets

$5,899

$4,835

 

 

 

US GAAP Net Loss

($1,731)

($770)

US GAAP Loss Per Share

($0.10)

($0.06)

US GAAP Wtg. Avg. Shares

17,086

13,191

US GAAP Equity

$2,518

$1,970

US GAAP Total Assets

$2,636

$2,021

US GAAP Mineral Properties

$1,464

$1,753


In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  


Table No. 3 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent years ended December 31 st , the average rates for the period, and the range of high and low rates for the period. Table No. 3 also sets forth the rate of exchange for the Canadian Dollar at the end of the six most recent months, and the range of high and low rates for these periods.


For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.



 

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Table No. 3

Canadian Dollar/U.S. Dollar

 

Period

 Average

    High

     Low

   Close

 

 

 

 

 

Year Ended 12/31/13

$  1.04

$  1.07

$  0.98

$  1.06

Year Ended 12/31/12

1.00

1.04

0.97

1.00

Year Ended 12/31/11

0.99

1.06

0.94

1.02

Year Ended 12/31/10

1.04

1.08

1.00

1.00

Year Ended 12/31/09

1.14

1.30

1.03

1.05

 

 

 

 

 

Three Months Ended   3/31/14

$  1.11

$  1.13

$  1.06

$  1.11

Three Months Ended 12/31/13

1.05

 1.07

1.03

1.06

Three Months Ended   9/30/13

1.05

1.06

1.02

1.03

Three Months Ended   6/30/13

1.04

1.05

1.00

1.03

 

 

 

 

 

Three Months Ended   3/31/13

$  1.02

$  1.03

$  0.98

$  1.02

Three Months Ended 12/31/12

1.00

1.00

0.98

1.00

Three Months Ended   9/30/12

0.99

1.02

0.97

0.98

Three Months Ended   6/30/12

1.01

1.04

0.98

1.02

 

 

 

 

 

Three Months Ended   3/31/12

$  1.00

$  1.03

$  0.98

$  1.00

Three Months Ended 12/31/11

1.01

1.06

0.99

1.02

Three Months Ended   9/30/11

0.99

1.04

0.94

1.04

Three Months Ended   6/30/11

0.96

0.99

0.95

0.96

 

 

 

 

 

March 2014

 

$  1.13

$  1.10

$  1.11

February 2014

 

1.11

1.10

1.11

January 2014

 

1.12

1.06

1.11

December 2013

 

1.07

1.06

1.06

November 2013

 

1.06

1.04

1.06

October 2013

 

1.05

1.03

1.04

 

The exchange rate was $1.11 on March 31, 2014.



 

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Statement of Capitalization and Indebtedness



 

Table No. 4

Capitalization and Indebtedness

 

 

 

 

 

Amount Authorized

Amount Outstanding as of

February 28, 2014

 

 

 

Common Shares

Unlimited

47,973,777 shares

Share Capital

Reserves

Deficit

 

$11,074,666

$1,963,860

$(6,177,243)

Preferred Shares

Unlimited

Issuable in Series


None

Common Share Options

10% of issued and

Outstanding Common Shares


2,125,000 options

Common Share Purchase Warrants

 

11,706,666 warrants

Capital Leases

 

Nil

Guaranteed Debt

 

Nil

Secured Debt

 

Nil


Risk Factors


An investment in the Common Shares of the Company must be considered speculative due to the nature of the Company’s business and the present stage of exploration and development of its non producing mineral properties. In particular, the following risk factors apply:


Risks Associated with Mineral Exploration


The Company is engaged in the mineral exploration business, which is highly speculative and has certain inherent risks which could have a negative effect on the Company.

Mineral exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production.  The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.


All of the Company's mineral properties are at the exploration stage and all of the Company's exploration expenditures may be lost.

The Company is at the exploration stage on all of its properties and substantial additional work and expenditures will be required in order to determine if any economic deposits occur on the Company’s properties. Mineral Exploration is highly risky, and most exploration properties do not contain any economic deposits of minerals. If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.



 

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The mineral industry is highly competitive.

The Company will be required to compete in the future directly with other corporations that may have greater resources.  Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company’s operations.


Commodity prices may not support corporate profit.

The resource industry in general is intensely competitive and there is no assurance that, even if commercial quantities of minerals are discovered and developed, a profitable market will exist for the sale of same.  Factors beyond the control of the Company may affect the marketability of any minerals discovered.  The price of natural resources are volatile over short periods of time, and is affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production. If the Company is unable to economically produce minerals from its projects, it would have a negative effect on the Company’s financial condition, or require the Company to cease operations altogether.


The Company's mineral exploration activities are subject to substantial government regulatory requirements.

Exploration operations are affected by various government regulations relating to resource operations, including the acquisition of land, pollution control and environmental protection, waste disposal and toxic substances, and safety.  Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations.  The requirements to comply with these regulations may result in increased costs, as well as delays in obtaining the permits required to conduct operations. Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment.  The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities.


On the Federal, Provincial/Territorial and State level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Company’s financial position and operations.


The Company’s title to its properties may be disputed by third parties which could result in the loss of title to its properties.

The Company has only done a preliminary title survey of its exploration properties in accordance with industry standards. These procedures do not guarantee the Company’s title and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. Unregistered agreements or transfers, or native land claims, may affect title.  If title is disputed, the Company will have to defend its ownership through the courts, which would likely be an expensive and protracted process and have a negative effect on the Company’s operations and financial condition. In the event of an adverse judgment, the Company would lose its property rights.



 

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Risks Relating to the Financing of the Company


The Company’s auditors have Expressed a “Going Concern” Opinion.

The Company’s auditor has included a “going concern” opinion in its auditors’ report to the Company's consolidated financial statements for the fiscal year ended September 30, 2013. The qualification was included as a result of the Company's need to obtain additional financing through the issuance of common shares or obtaining joint venture or property sale agreements for one or more properties. If the Company is unable to meet its obligations, it will not be able to fulfill its business plan and be forced to reduce certain operations or cease operations altogether.


The Company will require additional financing which could result in substantial dilution to existing shareholders.

The Company, while engaged in the business of mineral exploration, is dependent on additional financing for planned exploration programs as outlined herein.  Management anticipates being able to raise the necessary funds by means of equity financing.  The ongoing exploration of the Company’s properties is dependent upon the Company’s ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all.  Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Company’s exploration properties, as well as the possible loss of its interest in such properties. Any transaction involving the issuance of previously authorized but unissued shares of common or preferred stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously.


The Company has a history of net losses and no operational cash flow to sustain operations and does not expect to begin receiving operating revenue in the foreseeable future.

None of the Company’s properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations.  The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future.  Historically, the only source of funds available to the company has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders. If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.



 

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Risks Relating to an Investment in the Securities of the Company


The market for the Company’s common stock has been subject to volume and price volatility which could negatively effect a shareholder’s ability to buy or sell the Company’s shares.

The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (e.g. mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry.  In particular, market demand for products incorporating resource commodities fluctuate from one business cycle to the next.  The Company’s common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates and evaluations by securities analysts or other events or factors.  In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies.  For these reasons, the price of the Company’s common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control.  Further, despite the existence of a market for trading the Company’s common shares in Canada, stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.


The company has a dependence upon key management employees, the loss or absence of which could have a negative effect on the Company’s operations.

The Company strongly depends on the business and technical expertise of its management and key personnel, including President and Chief Executive Officer Marc G. Blythe and Chief Financial Officer Mark Brown.  There is little possibility that this dependence will decrease in the near term.  As the Company’s operations expand, additional general management resources will be required. The Company may not be able to attract and retain additional qualified personnel and this would have a negative effect on the Company’s operations.


Certain officers and directors may have conflicts of interest.

Certain of the directors and officers of the Company are also directors and/or officers and/or shareholders of other natural resource companies.  While the Company is engaged in the business of acquiring and exploring mineral properties, such associations may give rise to conflicts of interest from time to time.  The Directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company.  If a conflict of interest arises at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter.  In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.



 

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The Company could be deemed a passive foreign investment company which could have negative consequences for U.S. investors.

The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States tax code. If the Company is declared a PFIC, then owners of the Company’s Common Stock who are U.S. taxpayers generally will be required to treat any so-called "excess distribution" received on its  common  shares, or any  gain  realized  upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company’s shares. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Company’s net capital  gain and  ordinary earnings for any year in which the Company is classified as a PFIC, whether or not the Company distributes any amounts to its shareholders.


U.S. investors may not be able to enforce their civil liabilities against the company or its directors, controlling persons and officers.

It may be difficult to bring and enforce suits against the Company. The Company is a corporation incorporated in Canada under the laws of British Columbia. All of the Company’s directors and officers are residents of Canada and all of the Company’s assets and its subsidiaries are located outside of the United States.  Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States securities laws.  There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under the U.S. Securities Act.


Broker-Dealers may be discouraged from effecting transactions in our common shares because they are considered "Penny Stocks" and are subject to the Penny Stock Rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on FINRA broker-dealers who make a market in "a penny stock".  A penny stock generally includes any equity security that has a market price of less than $5.00 per share that is not registered on certain national securities exchanges or quoted on the NASDAQ system. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.


Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000 in each of the last two years, or US$300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.


In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the US Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.



 

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As a “Foreign Private Issuer”, the company is exempt from the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act.

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.


Item 4.  Information on the Company


DESCRIPTION OF BUSINESS


Introduction


Tarsis' executive office is located at:

750 West Pender Street, Suite 1103, Vancouver, British Columbia, Canada V6C 2T8

Telephone: (604) 282-7999

Facsimile: (604) 689-7645

E-Mail: info@tarsis.ca

Website: www.tarsis.ca


The Contact person in Vancouver is Marc Blythe, President and CEO.


The Company currently leases its corporate office space in Vancouver from Almaden Minerals Ltd., a related party, under a month to month, verbal agreement.


The Company’s fiscal year ends September 30 th . From inception through fiscal 2010, the Company’s fiscal year ended October 31 st .


The Company's common shares trade on the TSX Venture Exchange under the symbol "TCC".


The authorized share capital of the Company consists of an unlimited number common shares and unlimited number of preferred shares, issuable in series. As of December 31, 2013, the end of the most recent fiscal quarter, there were 47,973,777 common shares and no preferred shares issued and outstanding.


Corporate Background


The Company was originally incorporated under the Business Corporations Act (Alberta) under the name "Tarsis Capital Corp." on October 21, 2005. The Company continued into British Columbia under the Business Corporations Act (British Columbia) on April 25, 2008 and changed its name to "Tarsis Resources Ltd." on June 17, 2009.


The Company presently has one wholly owned subsidiary, Minera Tarsis S.A. de C.V., incorporated in Mexico.

 

Currently, the Company conducts mineral exploration in Canada, Mexico and the United States.



 

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History and Development of the Business


The Company was originally incorporated as a Capital Pool Company (“CPC”) under the policies of the TSX Venture Exchange, and began trading on the TSX Venture Exchange on March 1, 2006 under the symbol "TCC".


On April 27, 2007, the Company entered into a Letter of Intent with Almaden Minerals Ltd. and its subsidiary Minera Gavilan SA de CV to acquire certain mineral property interests held by Almaden and Gavilan located in the Yukon Territory and Mexico. These interests included 6 mineral properties (MOR, Cabin Lake, Caribou Creek, Meister River, Tim/Wolf, and Goz Creek) in the Yukon Territory and 1 property (Erika) located in Mexico. Consideration for the acquisition was the issuance of 3,500,000 common shares of Tarsis at a price of $0.40 per share and a net smelter return royalty of 2% on all mineral products discovered on the properties. Tarsis also agreed to issue an additional 500,000 common shares to Almaden if an arms-length third party optioned one of the properties within 24 months of the closing date of the acquisition agreement and agreed to expend a minimum of $500,000 in exploration expenditures. A formal acquisition agreement was dated July 16, 2007, and represented the Company’s Qualifying Transaction under TSX Venture Exchange Policy 2.4. TSX approval was received on July 30, 2007.


In September 2007, the Company announced it had entered into an option agreement with ACME Resources (formerly known as International KRL Resources Corp.) where ACME could earn a 60% interest in the Tim property from Tarsis by issuing Tarsis 1,000,000 common shares of ACME and completing $3,000,000 in exploration expenditures before September 10, 2011. This agreement and ACME's exploration spending triggered the bonus share clause in the acquisition agreement of the Tim property from Almaden. Therefore, an additional 500,000 common shares of Tarsis were issued to Almaden in Fiscal 2008. In November 2010, ACME withdrew from the option agreement and returned the Tim property to Almaden. During the option period ACME increased the size of the property, by staking, to approximately 6,000 hectares and 288 claims.


In June 2008, the Company agreed to acquire a 100% interest in the Prospector Mountain gold-silver-copper property in the Yukon from Almaden Minerals. Consideration for the acquisition was 100,000 common shares of Tarsis, $30,000 cash, and a 2% net smelter royalty to Almaden. Tarsis will also issue an additional 500,000 common shares to Almaden upon receipt of a positive bankable feasibility study for the property. The acquisition of the property was completed in February 2009.


In December 2009, the Company announced that it had signed an option agreement with Silver Quest Resources Ltd. whereupon Silver Quest could earn up to a 70% interest in Tarsis' Prospector Mountain project. Silver Quest could earn an initial 60% interest in the project by spending $4,000,000 in exploration, issuing Tarsis 1,000,000 common shares, and paying Tarsis $300,000 cash, all staged over 4 years. During the fiscal year ended September 30, 2012, the Company and Silver Quest amended the option agreement. Silver Quest assigned all of its rights and interest in the property to Independence Gold Corp in connection with a proposed plan of arrangement between the two companies. Independence returned the property to the Company in April 2012.


In fiscal 2009, Tarsis announced an agreement with Strategic Metals Ltd. to acquire a 100% interest in two mineral properties in the Yukon. The properties are the Highway Property, which is an extension to Tarsis' existing MOR property, and the Cord Property. Consideration for the acquisitions was 10,000 common shares of Tarsis and a 2% NSR to Strategic.



 

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In fiscal 2010, the company acquired a 100% interest in the White River gold property in the Yukon by staking. The Caribou Creek property was written-off as the Company did not carry out an exploration in 2009 and 2010 and determined it was unlikely to attract an exploration partner.


In April 2011, the Company closed a private placement of 2,710,891 common shares for gross proceeds of $1,626,535. The entire placement was sold to Kinross Gold Corp., which represented an approximately 9.9% ownership interest in the Company. The Company also granted Kinross the right to maintain the percentage ownership interest through its participation in any future financings by the Company.


During the eleven months ended September 2011, the Rosie, Burns and Rogue properties in the Yukon were acquired by staking. The Dawson Gold, Cabin Lake, and Cord properties were written-off after the Company’s early stage exploration determined the properties were unlikely to attract an optionee to perform additional exploration. The Dawson Gold project was later transferred to Rackla Metals Inc. for a one-time cash payment of $10,000.


In April 2012, the Company signed an option agreement with Driven Capital Corp. for the White River Property. Driven could earn a 60% interest in the property by completing $4,250,000 in exploration and making cash payments and issuing shares to the Company. Driven completed the first phase of a diamond drill program before returning the property to the Company in February 2013.


In February 2013, the Company optioned its Erika property in Mexico to Osisko Mining Corporation. Osisko can earn up to a 75% interest in the property by expending $4,000,000 on the property over 4 years, making $1,000,000 in cash payments to Tarsis, and funding and delivering a Feasibility Study. In December 2013, Osisko returned the property to the Company.


In June 2013, the Company finalized the purchase of an additional 7 gold exploration properties from Almaden Minerals Ltd. Under the agreement, the company will own a 100% interest in 5 properties in Mexico and 2 in Nevada in exchange for issuing 4,000,000 common shares to Almaden and granting a 2% NSR on any production from the projects. The Company will also issue an additional 200,000 shares to Almaden for each new property acquired within the area of influence surrounding each of the 7 properties, and issue a further 800,000 common shares to Almaden upon the first time disclosure of a mineral resource on each and any of the new properties.


Business Overview


The Company currently has interests in mineral exploration projects located in the Yukon Territory, Canada, the states of Guerrero and Nayarit, Mexico, and Nevada, USA. The Company and all of its properties are at the exploration stage. There is no assurance that a commercially viable resource deposit is present on any of the Company’s properties, and additional exploration is required before it is determined if any property is economically and legally viable.


Operations are not seasonal as the Company can conduct certain exploration activities on its properties year-round. To date, the Company’s revenue has been limited to property option payments from optionees of certain of its mineral properties, interest on its cash balances, and sale of marketable securities and therefore it is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes. The Company’s operations are dependent upon exploration rights and claims as well as the terms of option and/or joint venture agreements on those properties. Please see the individual property descriptions below for the details of each of the Company’s current exploration projects.



 

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Mineral Properties


The Company currently has interests in 12 mineral exploration properties, including 5 properties in the Yukon Territory, Canada; 1 property in Guerrero State, Mexico; 4 properties in Nayarit, Mexico; and 2 properties in Nevada, USA. All of the Company's properties are currently at the exploration stage.


The Erika and Yago Properties have been classified as “Key” properties and are currently subject to the most advanced exploration programs and have the greatest current potential for interest by a mid to large-sized resource company as a venture partner or acquirer. The remaining 10 properties are classified as “Growth Pipeline” properties, as the exploration programs on pipeline properties are at an early stage and/or are being offered to potential optionees.


Key Properties


Erika Property


The Erika Property is located in Guerrero State, Mexico and covers approximately 16,000 hectares. The Company currently has a 100% interest in the property, subject to a 2% Net Smelter Return Royalty (“NSR”).  


The project is at the exploration stage and currently does not contain proven mineral reserves.


[TARSIS_20FREGISTRATION001.JPG]

 

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How Acquired


The Company acquired a 100% interest in the property in July 2007 through its agreement with Almaden Minerals Ltd. Tarsis acquired 100% interest in 7 properties, including Erika, in exchange for 3,500,000 common shares of Tarsis at a price of $0.40 per share and a net smelter return royalty of 2% on all mineral products discovered on the properties. The property consists of two registered claims held by the Company’s Mexican subsidiary, Minera Tarsis S.A. de C.V.


Option Agreement


Under an option/joint venture agreement dated January 17, 2013, the Company granted Osisko Mining Corporation (“Osisko”) the right to earn up to a 75% interest in the property by funding exploration and making cash payments to the Company.


Osisko could earn an initial 51% interest in the Erika property by making a total of US$1,000,000 in cash payments and US$4,000,000 in cumulative exploration work expenditures under the following schedule:


 

Cash (US$)

 

Cumulative

Exploration Work

Commitments (US$)

Upon Signing

$

50,000

Paid

 

-

By January 28, 2014

 

100,000

 

$

500,000

By January 28, 2015

 

150,000

 

$

1,250,000

By January 28, 2016

 

300,000

 

$

2,250,000

By January 28, 2017

 

400,000

 

$

4,000,000

 

 

 

 

 

 

Total

$

1,000,000

 

 

 


Osisko could elect to accelerate these payments at its option in order to earn-in their interest sooner. After Osisko earned the initial 51%, they could elect to earn an additional 24% interest (total 75% interest) by funding and delivering a Feasibility Study.


Osisko served as the operator of the project during the initial earn-in phase and during the joint-venture as long as it has at least a 50% interest in the project. On December 18, 2013, Osisko terminated the option agreement.


Location and Access


The property is located in Guerrero State in southern Mexico, approximately 200 kilometers south of Mexico City and 150 kilometers north of Acapulco, in the Guerrero Gold Belt.


Access is provided by the paved Federal Highway 95 which runs through the eastern boundary of the property. The claims are centered on the village of Coacoyula, and numerous small roads and trails provide access throughout the property.



 

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Regional Geology


The property lies within the Guerrero Gold Belt, which extends north of Acapulco and hosts several known gold deposits. The property lies on the Guerrero-Morelos Platform, which consists of over 2,000 m of Mesozoic carbonate rocks unconformably overlaying Early Cretaceous to Late Jurassic island arc sequences of Guerrero Terrane. The Guerrero-Morelos Platform is bounded to the south by the Xolapa metamorphic core complex, and to the north it is covered by Trans-Mexican Volcanic Belt magmatic rocks.


Property Geology


Massive and fossiliferous, to locally silty banded limestone of the Cretaceous Morelos Formation are overlain by interbedded sandstones, siltstones, and mudstones of the Mezcala Formation.


The Mesozoic sedimentary sequence strikes generally to the north, and is overlain by a thin package of Tertiary felsic volcanic rocks. The felsic volcanic unit consists of brecciated volcaniclastics containing fine-grained, angular to sub-rounded lithic fragments, quartz phenocrysts, with rare pumice fragments.


Silicification, argillic alteration, and dolomitization are the main styles of hydrothermal alteration on the Property, which includes several areas of intense clay-sulphate alteration, from which clay has been mined for industrial applications, including ceramics. Small-scale mining for mercury is recorded to have taken place in the 1940’s.


Gold mineralization is hosted in a dirty calcareous siltstone-mudstone, which overlies a thick package of Cretaceous aged limestone. Zones with elevated gold response coincide with visually evident decarbonatization, accompanied by multi-phase calcite veining and the presence of arsenic. Medium to coarse-grained crystalline diagenetic pyrite is also disseminated throughout the siltstone. The mineralization appears to be largely stratabound although there are a number of crosscutting structural features in proximity to the decarbonatized and mineralized intervals.


Exploration History


The property was initially staked by Almaden in the early 1990's after prospecting revealed evidence of epithermal mineralization. Mercury was historically mined on the property, and geochemical surveys revealed elevated levels of mercury, arsenic and antimony. Almaden Minerals Ltd. carried out induced polarization (IP) and Natural Source Audio-Frequency Magneto-Teluric (NSAMT) geophysical surveys over areas where prospecting, alteration mapping and soil geochemical surveys outlined mineralization and alteration.


A limited 7 hole drill program was conducted in 1997 targeting IP geophysical anomalies. Up to 1 g/t gold was returned from this drill program. Additional exploration and evaluation suggested that the subsequent NSAMT survey and more comprehensive soil surveys conducted in 2006 were more successful in identifying the targets of interest than the earlier IP work. These targets were drilled during the first phase of a diamond drill program by Tarsis in 2010 and 2011.



 

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During 2008, the Company conducted early stage prospecting and reconnaissance work, including geochemical surveys. The Company completed detailed analysis of the data in order to clearly present the geology, geochemistry, and geophysics, which identified a number of drill ready targets. At the end of March 2011, the Company announced that 9 drill holes totaling 2,546.1 meters had been completed, In addition, a stream sediment sampling was conducted over unexplored areas of the property, and two soil sample grids were completed over areas where anomalous stream sediment response had bee detected for gold and other key pathfinder elements. Due to encouraging geology observed in the drill holes completed to date, the Company extended the drill program with additional drilling. In total, 4,020.8 meters were drilled.


Once on site, Company personnel reviewed historic diamond drill core from a prior operator and identified sediment-hosted gold mineralization (Carlin style). Additional diamond drilling was conducted to try to expand on the historic mineralization which was evident in one part of one hole. Five diamond drill holes were completed on this target and four of them intersected anomalous gold in a sediment-hosted environment. Results from this program included:


Hole #

From

(m)

To

(m)

Interval

(m)

Au

(g/t)

 

 

ER-11-09

306.66

307.58

0.92

0.58

 

 

 

 

 

ER-11-10

295.67

296.17

0.50

0.94

 

 

 

 

 

ER-11-11

Hole lost - redrilled as ER-11-15

 

 

 

 

 

ER-11-12

No Significant Assays

 

 

ER-11-13

Hole abandoned

 

 

 

 

 

ER-11-14

271.50

271.63

0.13

1.05

 

273.11

283.39

10.28

1.14

including

279.05

282.65

3.60

2.25

including

280.70

282.65

1.95

2.79

 

 

 

 

 

ER-11-15

296.42

299.60

3.18

1.08

including

296.42

297.82

1.40

1.78

 

300.12

300.22

0.10

0.89

 

* True widths are interpreted to represent 90% of the reported interval.


In addition to elevated gold response in the drill holes analyzed, coincident key pathfinder elements included arsenic, thallium, mercury, antimony, and molybdenum are moderately to strongly elevated with respect to background levels. Base metal values are very low and generally not anomalous for copper, lead or zinc.



 

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In addition to a ground magnetic survey over prospective parts of the property, soil sampling was conducted over two separate areas known as the Maxela grid and the SW grid. Two distinct gold-in-soil anomalies were outlined within the SW grid south of the current drilling. The larger of the two anomalies measures approximately 1100 by 500 meters and trends northeasterly while the second anomaly covers an area roughly 700 by 300 meters and trends north-northeasterly. The anomalies are 600 meters apart and both contain coincidentally elevated arsenic, thallium, mercury, and antimony. Follow-up prospecting on the SW grid recovered 16 rock samples containing various alteration assemblages. Two of the samples returned anomalous gold values from silicified, hematitic carbonate, strongly fractured, locally brecciated and infilled with white clay alteration.


Prospecting in mid-2012 identified in-situ gold-bearing jasperiod breccias, features that are commonly found in Carlin gold systems. Four samples of hematitic jasperoid breccias were collected from outcrop located within the core of one of four discrete gold-in-soil anomalies measuring approximately 600 meters by 300 meters and returned assays ranging from 0.17 g/t to 0.94 g/t gold. The other three soil anomalies are located 500 meters to 1,500 meters away and have received little to no follow up work since being identified. All four soil anomalies feature coincident anomalous arsenic and thallium and are coarsely defined by 200 meter by 50 meter spaced samples.


Osisko optioned the property in January 2013 and commenced exploration as operator in May 2013. During the summer of 2013, Osisko completed detailed geological mapping and geochemical sampling. The work resulted in the identification of specific drill targets, in addition to drill targets already identified and recommended by the Company. Osisko completed a drill program in the fall of 2013, which consisted of eight holes totaling 2,115 meters.


Osisko spent a total of $339,000 on exploration on the property through September 2013, which was before the commencement of the drill program.


Current and Anticipated Exploration


Osisko’s exploration program included mapping at 1:10,000 scale over the entire property and sampling for geochemical analysis of 251 rock chip samples, 289 soil samples, and 18 stream sediment samples. The program also included eight drill holes. Seven drill holes were reverse circulation (RC) holes totaling 1,713 meters and one hole was a diamond drill hole of 402 meters. Drilling targeted three different styles of mineralization at four separate locations. Three of the holes targeted skarn mineralization, three targeted Carlin-style gold mineralization, and two were focused on separate high-sulphidation epithermal targets.


Three holes were drilled at El Rincon between 150 to 400 meters east of drilling conducted by the Company in 2011. These holes targeted Carlin-style gold mineralization, but only one of the three holes reached the intended target at the contact between the Morelos limestone and the Mezcala sediments where gold is decarbonized Mezcala was previously encountered. Hole EK-RC-02 returned 0.12 g/t gold over 2.0 meters from 264 meters, and included elevated arsenic and mercury values. This intersection is located approximately 200 meters east of 2011 drill hole ER-11-14 in a direction believed to be increasingly distal to the feeder structures sourcing  the gold mineralization identified in 2011. The other two RC holes drilled at El Rincon were terminated prematurely due to drilling difficulties.



 

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Data analysis, sampling and prospecting by Osisko idendified a previously unknown zone of skarn alteration at the La Onza prospect. Three holes were drilled at La Onza and encountered Mezcala sediments and minor volcanic but none of the three holes intersected the Morelos limestone which is believed to be the most prospective host for skarn style gold mineralization. One hole intersected a diorite intrusion at depth, although the hole passed through the intrusion and ended in Mezcals. Elsewhere in the district skarn gold deposits are known to occur in Morelos limestone near the contact with intrusive rocks.


Two drill holes were directed at high-sulphidation style epithermal targets at the Tierra Colorada and Cieneguita prospects, located 3.5 kilometers apart in the western portion of the property. While no gold values were detected, moderately anomalous mercury values were returned from hole EK-RC-03 at Cieneguita to a depth of 270 meters.


The Company is currently analyzing the report and will determine the most effective means to advance the project.


Yago Property


The Yago Property is a 15,000 hectares gold-silver exploration project located in Nayarit State, Mexico. The Company has a 100% interest in the property, subject to a 2% NSR.


The project is at the exploration stage and currently does not contain proven mineral reserves.


[TARSIS_20FREGISTRATION002.JPG]



 

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How Acquired


Under an agreement dated June 10, 2013 between the Company and Almaden Minerals, the Company acquired a 100% interest in 7 mineral properties, including Yago, in exchange for 4,000,000 common shares at a price of $0.055 per share, and a 2% NSR on any production from the properties.


In addition, an area of influence will be outlined in Mexico, where Almaden will provide its proprietary data and concepts to the Company. in return the Company will issue 200,000 common shares to Almaden for each new property acquired within the area of influence. The Company will issue a further 800,000 common shares to Almaden upon the first time disclosure of a mineral resource on each and any of the new properties.


Location and Access


Yago is located in Nayarit State, Mexico, approximately 100 kilometers northeast of Puerto Vallarta and 50 kilometers north of the State capital of Tepic.


Access is via Highway 15, the major north-south highway along Mexico’s West Coast, to the area around the property and the town of Yago via approximately 7 kilometers of paved road from Highway 15. Access to most areas of the property is provided by secondary roads and trails.


The property lies in the coastal lowlands of Mexico’s west coast. Agriculture is the primary industry in the area, including cattle ranching throughout the area of the property. The climate is tropical and has both wet and dry seasons. The wet season typically begins in late June, and extends to October. Although the weather remains mostly sunny, intense rainstorms, sometimes daily, can lead to large amounts of precipitation and flash flooding.


Regional Geology


The region lies within the Sierra Madre Occidental, a belt of volcanic rocks overlying and intruding Precambrian to Jurassic basement rocks, which runs along western Mexico for approximately 1,500 kilometers and averages 250 kilometers wide. Several large precious metal provinces are located within the Sierra Madre Occidental.


Property Geology


The property covers a large area of hydrothermal alteration and hosts numerous gold-silver bearing, low sulphidation epithermal vein showings and artisanal mine workings which are concentrated in two area of the properties. These areas are known as La Sarda and La Tejona, and both feature a high-level epithermal environment.


At La Sarda, at least four sub-parallel gold-silver bearing quartz-adularia vein structures have been identified within a 2,000 by 1,500 meter area. These vein structures have been mined historically to some degree. At La Tejona, a number of historical shafts and adits have been excavated, but little is known about the historical production.



 

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Exploration History


The property was originally mined during the Spanish period, and then resumed by a Japanese company in the late 1800’s to the early 1900’s. The operations were believed to have ceased due to the Mexican revolution around 1910. Limited underground mining was conducted by a Mexican mining company at La Sarda from 1995 to 2000. Workings extended to a depth of approximately 100 meters below surface.


Almaden acquired the majority of the property in 1997 through both acquisition agreements and staking. The La Sarda portion was purchased by Almaden after mining operations ceased in 2000. Only sporadic exploration has been conducted by optionees between 1997 and 2008.


An optionee completed 7 widely spaced reverse-circulation drill holes totaling 975 meters in 1998 to test known vein structures and anomalous gold soil zones. A brief diamond drill program of 3 holes was conducted in 2000, but the program was discontinued after only 525 meters were completed due to drilling difficulties. Additional diamond drilling was completed in 2002/2003 at La Sarda. A total of 1098 meters in six holes tested the down-dip and strike extent of the La Sarda-San Juan vein. The holes were drilled along the strike of the vein for approximately 450 meters and intersected the vein structure up to 135 meters downdip of the lowest workings on the vein. The structure remained open at depth and extended approximately 170 meters northwest of the known workings.


In 2007, a 3000 meter diamond drill program was planned, but only 10 shallow holes totaling 945 meters were completed due to technical difficulties. The program returned intercepts of between 0.90 to 2.40 meters grading 0.24-1.29 g/t gold and 2.1 to 152 g/t silver. The results were interpreted to be the upper level of a gold-silver epithermal system. Trenching also discovered new silver-rich gold veins in the Sagitario area of the property


Current and Anticipated Exploration


The work performed by Almaden and the various optionees at La Sarda and La Tejona has identified surface and subsurface mineralization intermittently over 3 square kilometers and 2.5 square kilometers, respectively. The Company commenced exploration on both historical locations on the project in August 2013.


La Tejona Prospect

The La Tajona Prospect is defined by a fairly well constrained gold-in-soil geochemical anomaly which trends north-easterly for approximately 1,700 meters and is open along strike to the southwest. Anomalous response tapers to the northeast into a valley bottom and beneath cover rocks. Prospecting along the surface trace of the main gold anomaly by prior operators indentified intermittent accumulations of quartz vein float, subcrop and outcrop in excess of 10 meter widths at a number of locations. The largest concentrations of this material are contained within the southern portion of the anomaly but very little to sampling of this material is documented. A possible reason is that most material appears to be chalcedonic/opalescent in character and more indicative of silica disposition above the gold rich zones in these types of systems.



 

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At the northeast end of the main anomalous trend, a 55 meter outcrop exposure of quartz vein material obliquely bisects the gold-in-soil anomaly along a narrow drainage. The vein zone strikes north-northeast to northeast and dips moderately to steeply toward the southeast between 53 and 72 degrees. Previous chip sampling along a number natural exposures along the creek returned mixed results up to 4.18 g/t over 0.90 meters sampled. Silver grades were also highly variable, ranging from below detection up to 212.8 g/t across 0.90 meters.


The Company collected two series of sawn channel samples across partial outcrop exposures of banded and brecciated epithermal quartz vein material. Significant assay results include:


Trench

Width (m)*

Gold (g/t)

Silver (g/t)

LT-13-01

2.88

3.10

35.6

including

0.85

8.49

29.9

including

0.57

13.65

57.4

 

 

 

 

LT-13-02

4.83

2.22

50.2

including

2.14

4.34

95.2

 

* Sawn sample widths are believed to represent approximately 85% of the true vein thickness


The two sample sites were located 12 meters apart and started at or near the hanging wall contact of the vein. LT-13-01 contained 10 samples totaling 5.29 meters while LT-13-02 contained 9 samples for a total of 6.17 meters. Each channel ended in vein material and both series of samples returned elevated gold values in excess of 0.70 g/t from the last sample collected toward the footwall, indicated that additional sampling is required. Mapping during the site visit suggests the vein zone at this particular location could exceed 15 meters true thickness and the samples collected by the Company only tested a limited portion of the mineralization near the hanging wall contact.


Cursory prospecting was conducted roughly 1,200 meters southwest along trend of the main gold-in-soil anomaly within an area previously mapped to contain a significant concentration of quartz vein float. However, no previous sampling of the material is documented. An examination of the area by the Company identified a combination of chalcedonic/opalescent quartz and silicified/hydrothermally altered wallrock containing moderate limonite and hematization across an approximate 15 meter section of the slope. Two 6 meter composite samples were collected across the float train and one of these composites returned 0.42 g/t gold.


La Sarda

At La Sarda, at least four sub-parallel northeast trending vein structures have been identified and intermittently explored by prior operators. The La Experanza Vein was the focus of the Company’s 2013 orientation at La Sarda and was designed to follow up a number of recent chip samples taken along strike from the site of historical gold-silver production. Of the three veins previously mined, the La Esperanza was the least developed with reported production of approximately 3,000 tonnes. The average width of the vein mined was 1.2 meters and the average grade was reported to be 8.13 g/t gold and 68.73 g/t silver based on 308 samples collected underground. The La Esperanza Vein exhibits steep dips ranging from 70 to 80 degrees to the southeast.


Three historical sample sites were located along a 600 meter section of the La Esperanza Vein which has a known extent of 1,200 meters. Sites Esp A and C are located 500 meters along strike from the known past production and site Esp 67 is located 150 meters southwest of the production adits.



 

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Sawn channel samples were completed along vein zones ranging from between 0.55 and 3.55 meters. Significant assay results include:


Trench

Width (m)*

Gold (g/t)

Silver (g/t)

Esp C

3.55

2.42

16.7

including

1.25

4.82

32.9

 

 

 

 

Esp A

0.55

6.06

36.0

including

0.27

10.50

61.1

 

 

 

 

Esp 67

0.90

7.46

94.9

including

0.52

10.40

92.5

 

* Sawn sample widths are believed to represent true vein thickness


Sawn samples were approximately 4 centimeters in width, resulting in relatively large samples per interval, which the Company believes improves the reliability of the sampling. Samples were delivered to ALS Minerals at Guadalajara for sample preparation and all analyses were completed in North Vancouver, British Columbia. Gold values were determined using 30 gram fire assay and other elements were analyzed using 51 element ICPMS techniques.


The Company will be conducting exploration at Yago during fiscal 2014 in order to upgrade the Yago Gold Targets to attract more potential partners for further exploration work. The Company’s geological team has identified priority targets that can be advanced geologically with additional work. Community relations work has also been started in the area to maintain good relationships with the local stakeholders. The budget for the 2014 program is expected to be approximately $150,000.


Growth Pipeline Properties


Yukon, Canada Growth Pipeline Properties


White River Property


The White River Property is located in the western portion of the Yukon Territory. Currently, the property consists of 308 mineral claims (approximately 6,400 hectares). The Company has a 100% interest in the property.


The project is at the exploration stage and currently does not contain proven mineral reserves.



 

- 26 -

 

 

 

 



[TARSIS_20FREGISTRATION004.GIF]

White River Property Location Map


How Acquired


During fiscal 2010, the Company acquired the White River property through staking. Additional claims were staked in the first quarter of fiscal 2011.


Location and Access


The property is located in the west-central Yukon 11 kilometers north of the settlement of Koidem and approximately 400 kilometers northwest of Whitehorse, Yukon. A grass airstrip is located 15 kilometers southwest of the property at White River Lodge, which is adjacent to the paved Alaska Highway, which can be seen from the property.


Regional Geology


The property lies at the western end of the Nisling Mountain Range within the Tintina Gold Province. The property lies at the western end of the Nisling Range, within the Tintina Gold Province, a 200-km-wide, 1,200-km-long arc which extends from northern British Columbia through the Yukon west to southwest Alaska.



 

- 27 -

 

 

 

 



Property Geology


The property covers an area of hydrothermal alteration and mineralization indicative of both intrusion related copper-gold and epithermal gold-silver mineralizing environment.  Quartz and carbonate veining are present, primarily in east-west linear zones. Siliceous metasediments are present, along with mafic volcanics. A number of felsic dykes intrude these rocks. Abundant outcrop occurs on the property, particularly within a northwesterly facing moderately sloping cirque.

 

Exploration History


Prior to the Company's staking of the property, there is no known exploration history. During 2009, the Yukon Geological Survey and Geological Survey of Canada completed an airborne magnetic and radiometric survey over a wide area, which included the White River Property. The Company used this survey, along with a Government regional stream sediment database, to stake the initial 48 claims.


Subsequent to the initial claim staking, the Company commissioned a soil geochemical survey, as well as performing additional prospecting and reconnaissance work. Assays were received for 47 select prospecting samples collected from the main zone of mineralization on the property, which is roughly 350 by 600 meters. These samples returned gold, silver and copper values. As a result of this work, the Company staked an additional 120 claims, which increased the size of the property to 168 claims.


Detailed prospecting identified a east-trending gold zone ("HG zone") defined by strongly anomalous gold-in-soil response over an 800-meter strike length. An additional 140 claims were staked to cover prospective geology north and east of the original claim block. A new target zone, known as the "Cool Zone", was identified through follow-up prospecting of anomalous copper-in-soil geochemical anomalies defined in the 2010 soil sampling. The Cool Zone is located approximately 500 meters north of the HG Zone, and samples returned gold, silver and copper values.


During 2011, the Company conducted prospecting, mapping, two phases of soil sampling and hand trenching, along with a preliminary induced polarization (IP) survey. Highlights from this work included the discovery of 1.0 meters grading 82.2 g/t gold from trench TR-HG11-02, as well as strongly anomalous gold values from nine of eleven trenches excavated. The Company also added 27 claims to the property to cover anomalous soil samples on the eastern side of the property, approximately 8 kilometers from the HG zone.


In April 2012, the Company signed an option agreement with Driven Capital Corp. Under the option agreement, Driven could earn a 60% interest in the White River Property by making cash payments to the Company of $400,000, issuing 2,000,000 Driven common shares to the Company, and completing $4,250,000 in exploration expenditures on the property.



 

- 28 -

 

 

 

 



Driven funded the 2012 exploration program on the property, which included 1,327 meters of diamond drilling in seven holes to partially test structurally associated gold-copper-silver mineralization in localized portions of the HG, MB and Cool zones. All drill holes encountered multiple, well-developed shear zones from 1 to 40 meters in drill thickness and mineralized by combinations of quartz-feldspar veining, pyrite-arsenopyrite-chalcopyrite veining and breccias, carbonate ± sulphide veining and breccia, limonitic fracture networks and gossans, present in complex, multiple cross-cutting relationships. About half of the shear zones intercepted by drilling can be correlated with trench exposures and surface lineaments, while the other half are blind with no surface geologic or geochemical indications. The presence of these blind zones is very encouraging and suggests that the degree of structural preparation and hydrothermal fluid flow is greater than initially thought.


Each drill hole encountered poor core recovery to total loss of core due to the high degree of fracturing, strong surface oxidation/weathering and presence of clay-rich gouge. The poor core recovery occurred in intervals of 1.0 to 3.0 meters in drill thickness within one or more shear zones in each drill hole.  Since these intervals of missing geologic and assay data occur within some of the mineralized shear zones, drilling was not completely successful in testing the near surface mineralized zones. Moderately elevated gold values were identified in six of the seven holes with assays ranging from 0.42 to 3.68 g/t gold over intervals ranging from 0.38 to 1.47 meters. Elevated gold intervals are coincident with strongly anomalous arsenic and bismuth. Elevated silver up to 30 g/t and copper up to 0.42% are also present. All assays were carried out by ALS Canada Ltd. with sample preparation in Whitehorse and analysis in North Vancouver, B.C. Gold and silver were analyzed by 30 g fire assay with gravimetric finish; thirty-five element ICP analysis with four-acid digestion was also conducted.


Elsewhere on the property, two select prospecting samples which were not previously sampled were collected from the spoil pile of a trench which was excavated at the MS2 Showing in 2011, approximately 500 meters south of the HG Zone. The two samples returned 18.90 and 3.25 g/t gold and both samples have strongly anomalous accessory arsenic, bismuth and tellurium. The MS2 Showing is an alpine plateau coincident with a well-defined IP chargeability anomaly and remains untested by diamond drilling.


Current and Anticipated Exploration


In February 2013, Driver returned the project to the Company after expending approximately $833,000 on exploration. The 2012 diamond drill program was localized within a very small portion of the White River West gold-copper-arsenic geochemical anomaly and has not sufficiently explained the extensive soil geochemical surface expression of the White River mineralizing system. Additional areas of arsenic-copper±gold soil geochemical response previously outlined require further exploration. The Company plans to assimilate the data collected by Driven and determine the most effective means to advance the project.



 

- 29 -

 

 

 

 



On October 22, 2012, White River First Nation (“WRFN”), one of two First Nations which assert traditional territory in the White River area, filed a petition in the Supreme Court of Yukon. The petition challenges Yukon Government’s decision to approve the proposed Class 3 exploration activities of the Company on the White River property, primarily on the basis of inadequate consultation by Yukon Government. The Company is named as a Respondent in the petition, however all relief requested by WRFN is from Yukon Government. The Company believes it has behaved appropriately, responsibly and in accordance with all legal and regulatory requirements in its dealings with both First Nations regarding the White River property. On July 5, 2013, Justice Vale of the Supreme Court of Yukon supported the WFRN which indicates to the Company that there is work to be done between the Yukon government and the WFRN with respect to defining a mutually acceptable consultation process. The Company is hopeful that such effort will begin immediately and that it will lead to a near-term solution that will provide a reasonable level of confidence to the Company.


Prospector Mountain Property


The Prospector Mountain Property is located in west central Yukon Territory. Currently, the property consists of 271 mineral claims (approximately 5,660 hectares). The Company currently has a 100% interest in the property, subject to a 2% Net Smelter Return Royalty (“NSR”) to Almaden Minerals. The project is at the exploration stage and currently does not contain proven mineral reserves.


[TARSIS_20FREGISTRATION006.GIF]

Prospector Mountain Property Location Map


How Acquired


The Company acquired a 100% interest in the property in June 2008 through its agreement with Almaden Minerals Ltd. Tarsis issued 100,000 common shares and paid Almaden $30,000 cash for its 100% interest in the property. Upon receipt of a positive bankable feasibility study, Tarsis will issue Almaden an additional 500,000 common shares. Almaden also retained a 2% NSR on all mineral production from the property. Tarsis may purchase one-half of the NSR (thus reducing Almaden's NSR to 1%) any time after commencement of production for its fair value as determined by an independent valuator.


Location and Access


The property is located in the west-central portion of the Yukon Territory within the Dawson Range approximately 90 kilometers northwest of Carmacks, Yukon. Access to the property is by either 4x4 vehicles or by helicopter.



 

- 30 -

 

 

 

 



Regional Geology


The property is in the Dawson Range within an unglaciated portion of the Tintina Gold Belt, west of the Big Creek Fault. The property is underlain by Late Cretaceous to early Tertiary Carmacks Suite volcanic rocks that have been intruded by early Tertiary monzonite to quartz monzonite and coeval dykes of the Prospector Mountain Suite. All rocks have been cut by northwest to northeast trending structures that are apparent as recessive topographic lineaments.


Property Geology


The property covers a high-level porphyry copper-gold system, the core lying in the eastern part of the property. Peripheral epithermal gold-silver-lead vein targets occur within the western part of the property. Copper-gold mineralized and K-silicate altered intrustive rocks outcrop on the project, as well as banded quartz veins that have returned silver and gold values.


Exploration History


Intermittent exploration was conducted the property from the late 1960's to the late 1990's. These programs identified both porphyry and epithermal style vein mineralization. Exploration conducted in the early 1980's focused exclusively on the peripheral epithermal vein targets in the western portion of the claims. Bulldozer trenching and limited diamond drilling was performed across recessive lineaments but was restricted primarily to the ridge top and was limited by permafrost and deep weathering of the vein zones. Porphyry exploration performed in the late 1990's in proximity to historical copper-in soil geochemical anomalies included two isolated IP survey grids and two diamond drill holes spaced approximately 800 meters apart.


After acquisition of the property, Tarsis conducted a three phase exploration on the property beginning in July 2009. The first phase included alteration mapping and prospecting in the eastern portion of the property, and examination of vein zones in the western portion of the property. Chip samples were collected across four vein zones and adjacent clay altered selvages in the western portion. The second phase concentrated on the reassessment of historical vein zones in the western portion centered within a 9 square kilometer area of historical bulldozer trenching. A total of 106 chip samples were collected from 21 trenches across vein zones in four areas.  The veins consist of steeply dipping highly sheared quartz and multi-color clay gouge containing varying amounts of arsenic oxides and lead sulphide/sulphate. Assays returned values for gold, silver and lead. The third phase concentrated on the reassessment of the historical porphyry target in the eastern portion of the claim block, and included alteration mapping within a 4 square kilometer area of historical airborne radiometric anomalies and copper-in-soil geochemical anomalies. A total of 27 samples were collected, 22 of which were contained within a 1,000 by 400 meter portion of a northerly trending corridor. These samples returned gold, silver and copper values, and discovered a number of new showings collectively referred to as the Bonanza Zone. Some of the samples were collected specifically for fluid inclusion work and alteration characterization while four of the eighteen samples represent altered intrusive material.


In December 2009, the optioned the property to Silver Quest Resources. To earn an initial 60% interest, Silver Quest were required to expend $4,000,000 on exploration by 2013, issue 1,000,000 common shares to Tarsis, and pay Tarsis $300,000 cash. Silver Quest could increase its interest to 70% by completing an NI 43-101 compliant feasibility study with 36 months of completion of the initial term. In calendar 2010, Silver Quest performed additional sampling of the Bonanza Zone, and completed a soil geochemical survey which defined an anomalous gold and copper zone measuring 1,000 meters by 550 meters in the Bonanza Zone.



 

- 31 -

 

 

 

 



This work was followed by diamond drilling of 8 holes totaling 1,463 meters within the central portion of the Bonanza Zone and tested approximately 580 meters of strike length, with all holes drilled to the east on dips of minus 45 or 50 degrees. Assay results from the drill program are:



Drill Hole

From

(m)

To

(m)

Interval

(m)*

Au

(g/t)

Cu

(%)

Ag

(g/t)

 

 

 

 

 

 

 

PM10-01

77.40

81.90

4.50

2.4

-

3.1

  Including

77.40

80.80

3.40

3.42

-

3.9

  Including

78.75

79.32

0.57

14.15

-

15.0

PM10-02

179.40

181.40

2.00

0.21

-

0.7

PM10-03

152.00

154.00

2.00

1.23

-

0.2

PM10-05

14.74

16.43

1.69

0.13

0.12

7.1

 

79.80

89.00

9.20

1.13

0.04

9.9

  Including

79.80

82.69

2.89

2.95

0.07

25.4

  Including

81.69

82.69

1.00

6.49

0.12

69.7

PM10-06

33.12

33.98

0.86

0.31

-

0.8

 

75.90

78.70

2.80

0.49

-

2.8

 

154.90

155.44

0.54

0.03

0.02

167.0

 

172.63

174.00

1.37

1.53

0.36

18.3

PM10-07

63.70

65.65

1.95

0.28

-

1.7

PM10-08

41.23

41.70

0.47

2.07

0.14

2.0

 

79.64

80.99

1.35

0.40

0.12

3.1

 

*  True widths are estimated to be 80 to 90% of the mineralized intervals


Based on the drill results, it appears that the mineralized system has greater structural complexity than expected.


In April 2011, Silver Quest began a property-wide helicopter borne magnetic and radiometric survey, extensive mapping and diamond drilling. In late calendar 2011, Silver Quest was acquired by New Gold Inc., and Silver Quest’s Yukon assets were transferred to Independence Gold Corp. The Company agreed to amend the option agreement and have Independence assume the option obligations. Independence returned the property to the Company in April 2012. Silver Quest expended a total of $2.7 million on exploration on the property under the original option agreement.


Current and Anticipated Exploration


After the return of the property by Independence, the Company conducted a short program of confirmation work to confirm the work carried out by Silver Quest. A selection of diamond drill core and rock samples were collected for petrography and further detailed analysis to identify future exploration concepts.


Goz Creek Property


The Goz Creek Property is located in the east-central portion of the Yukon Territory. Currently, the property consists of 90 mineral claims (approximately 1,800 hectares). The Company has a 100% interest in the property, subject to a 2% Net Smelter Return Royalty (“NSR”).


The project is at the exploration stage and currently does not contain proven mineral reserves.



 

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How Acquired


The Company acquired a 100% interest in the property in July 2007 through its agreement with Almaden Minerals Ltd. Tarsis acquired 100% interest in 7 properties, including Goz Creek, in exchange for 3,500,000 common shares of Tarsis at a price of $0.40 per share and a net smelter return royalty of 2% on all mineral products discovered on the properties. After the completion of the acquisition of the Almaden claims, Tarsis increased the size of the property by staking additional claims.


[TARSIS_20FREGISTRATION007.JPG]


Location and Access


The property is located east-central Yukon, 180 kilometers northeast of Mayo.


Regional and Property Geology

The property covers an area of Lower Cambrian carbonate rocks that host stratabound replacement zinc mineralization of the Mississippi Valley Type. Mineralization is dominated by low iron sphalerite occuring in a stratabound and discordant zones within a locally extensive dolostone unit. The highest grades in the Main Zone is hosted within silica breccia believed to be associated with moderately to steeply dipping north north-easterly trending faults. Trace to moderate amounts of finely disseminated pyrite are observed in some drill core and coarse-grained galena bearing outcrops are visible at various locations on the property peripheral to the Main Zone.


Exploration History


Initial discovery on the property occurred in 1973. Exploration conducted in 1974 and 1975 included geochemical soil sampling, mapping and prospecting, and 55 diamond drill holes. This drilling program outlined a zinc resource in the Main Zone. A significant portion of the drill core from the 1974 and 1975 drilling is stored on the property.


In 2008, Tarsis completed a 7 hole diamond drill program totaling 722 meters to test down-dip and along strike from the historic resource at the main zone. Significant results from this program include:



 

- 33 -

 

 

 

 




Hole


From


To

Interval

(m)

Zn

(%)

Ag

(g/t)

 

 

 

 

 

 

GZ-08-56

No significant mineralization observed - no samples collected

 

 

 

 

 

 

 

GZ-08-57

15.57

40.16

24.59

5.73

2.25

   including

22.67

40.16

17.49

6.67

2.99

   including

33.22

33.51

0.29

41.25

45.00

 

 

 

 

 

 

GZ-08-58

35.51

76.19

40.68

13.55

29.88

   including

48.28

76.19

27.91

17.19

39.67

   including

72.68

76.19

3.51

32.89

43.48

 

 

 

 

 

 

 

93.80

108.49

14.69

8.56

6.76

   including

93.80

98.90

5.10

21.93

14.19

 

 

 

 

 

 

GZ-08-59

68.1

78.1

10.00

1.89

0.62

   including

68.1

70.1

2.00

3.03

1.52

 

 

 

 

 

 

GZ-08-60

24.13

49.44

25.31

7.00

5.10

   including

26.13

30.88

4.75

14.00

11.45

   including

46.48

49.44

2.96

20.21

17.35

   including

48.74

49.44

0.70

62.05

45.10

 

 

 

 

 

 

GZ-08-61

25.54

53.04

27.50

12.83

10.91

   including

28.74

38.03

9.29

19.48

14.47

   including

37.01

38.03

1.02

43.20

7.06

 

 

 

 

 

 

GZ-08-62

61.11

98.78

37.67

6.98

3.06

   including

77.68

98.78

21.10

10.32

4.88

   including

96.02

96.55

0.53

32.74

15.80


The Company also conducted gravity surveys over the Main Zone and the Walt Ridge prospect, and identified numerous mineralized showings elsewhere on the property.


Current and Anticipated Exploration


The Company has not conducted any exploration work on the property since fiscal 2008, except for data review, primarily due to a regional land use plan being developed by the Peel Watershed Planning Commission and the Yukon Government. The Commission, which is made up of nominees from the local First Nations and the Yukon Government, recommended to the government that mining and mineral exploration be restricted or prohibited in a large area which includes the Goz Creek Property. In January 2014, the Yukon Government modified the Planning Commission’s proposals and will allow exploration in much of the disputed area. However, although the Company’s Goz Creek claims have been left in good standing, the new land use plan has restricted the Company’s ability to add new claims to the property, and building access roads to the property is likely to be very difficult. Therefore, the Company may be unable to explore the claims and exploit any minerals which may be present. The Company is currently considering legal avenues which may be available to recover its costs on the project.



 

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MOR Property


The MOR Property is located in the southern Yukon Territory. Currently, the property consists of 290 mineral claims (approximately 6,000 hectares). The Company has a 100% interest in the property, subject to a 2% Net Smelter Return Royalty (“NSR”).


The project is at the exploration stage and currently does not contain proven mineral reserves.


[TARSIS_20FREGISTRATION008.JPG]


How Acquired


The Company acquired a 100% interest in the property in July 2007 through its agreement with Almaden Minerals Ltd. Tarsis acquired 100% interest in 7 properties, including MOR, in exchange for 3,500,000 common shares of Tarsis at a price of $0.40 per share and a net smelter return royalty of 2% on all mineral products discovered on the properties. After the completion of the acquisition of the 52 Almaden claims, Tarsis increased the size of the property by staking additional claims in fiscal 2007 and 2008.


In September 2009, Tarsis acquired a 100% interest in the Highway property of 6 mineral claims from Strategic Metals Ltd. Consideration for the interest was $5,000 cash and a 2% NSR to Strategic on the Highway claims. The Company has incorporated the Highway claims into the MOR property.


Location and Access


The property is located south-central Yukon in the Watson Lake Mining District, 180 kilometers west of Watson Lake and 35 kilometers east of Teslin, Yukon. Access is via the paved Alaska Highway, which lies 1.5 kilometers south of the property.


The property lies at an elevation of approximately 2700 to 4300 feet in mixed forest and sub-alpine terrain. Summers are moderate, and winters are cold, with moderate precipitation that averages several feet of snowfall each year.


Some of the property is situated on Category B Settlement Lands of the Teslin Tlingit Council ("TTC"), Yukon First Nations, which holds a fee simple surface title pursuant to its 1993 Final Agreement with the governments of Canada and the Yukon. Although Tarsis owns 100% of the mineral rights, permission from the TTC is required for entry to the lands to conduct exploration.



 

- 35 -

 

 

 

 



Regional Geology


The region lies within the Canadian Corillera in the Omineca Belt, a zone of uplifted metamorphic and intrusive rocks. In the property area, the belt has several deformed Paleozoic assemblages, which include a portion of the Tanana Terrane lying between the Teslin Fault to the west and the Cassiar terrane to the east. This Devono-Mississippian stratigraphy is known as the Big Salmon Complex. This Complex is similar to other units which host known volcanogenic massive sulphide ("VMS") deposits elsewhere in the Yukon.


Property Geology


The property is underlain by a thick sequence of green quartz-chlorite and chlorite schists, which are mafic to intermediate volcanic tuffs and minor flows. The mafic rocks are interbedded with quartz chlorite schist and intermediate tuff, which contain various amounts of parallel quartz and feldspar. The rocks are strongly deformed.


Mineralization is Kuroko style volcanic hosted massive sulphide ("VHMS") mineralization. Exploration has identified a number of heavily disseminated, semi-massive and massive sulphide horizons.


Exploration History


The initial claims were staked in 1997 to cover a small zone of base and precious metal values in soil and subcrop. Work conducted by Almaden including hand pitting and trenching, as well as prospecting and reconnaissance on and around the original claims. Geochemical surveys and sampling were performed, and additional claims were added. In 2004, a two-phase exploration program was completed, which included a 4.5 line-km Induced Polarization (IP) survey, and two drill locations were selected to test for mineralization at depth. A total of 185.3 meters was drilled, and both holes encountered several (0.35 to 4.9 meters) intervals of significant gold, silver, copper and zinc mineralization.  


After acquisition of the property in July 2007, the Company completed a Versatile Time Domain Electromagnetic (VTEM) airborne geophysical survey which identified a number of conductors on the property. Several of the conductors were coincident with soil geochemical anomalies and the location of previous drilling.  


Four diamond drill holes totaling 685 meters was completed within a 300 meter portion of a 2,500 meter long soil geochemical anomaly during 2007 All holes intersected massive to semi-massive sulphide mineralization with significant copper, zinc, silver and gold values, including 5.46 meters of 1.20% copper, 2.85% zinc, 1.356 g/t gold and 55.8 g/t silver from drill hole MOR 07-03 and 7.80 meters of 1.18% copper, 1.52% zinc, 1.256 g/t gold and 52.2 g/t silver from drill hole MOR 07-02.


An additional 172 claims were staked in 2007 to cover a series of anomalies outlined during the VTEM survey. During 2008, additional prospecting to follow up on geophysical anomalies was completed. This work resulted in the discovery of several new mineralized outcrops, including the Mag, SD, and Bean zones.



 

- 36 -

 

 

 

 



An eight hole drill program totaling 1,703 meters was completed in 2008. Three holes tested the original Discovery Horizon at 100 meter step-outs to the east, Each of the holes encountered the target horizon but contained decreasing sulphide and metal content. Two holes tested the down-dip extension of the thickest sulphide accumulations encountered by prior drilling. Neither of the holes encountered significant mineralization. One hole was drilled to test a near surface IP conductor. A narrow sulphide band near the top of the hole associated with the lower lens of the Discovery Horizon was cut, but did not encounter significant mineralization near the IP conductor. The remaining two holes were completed in the SD zone approximately 2 kilometers south of the Discovery Horizon. Both holes encountered narrow massive sulphide intervals.


In 2009, the Company performed a property-wide program of lithogeochemical sampling, as well as additional gravity surveys and prospecting. In September 2009, the Highway claims were acquired from Strategic Metals and added to the MOR property. These claims cover a similar stratigraphy adjacent to the MOR claims block that is also prospective for VHMS mineralization. In 2007, Strategic completed VTEM surveys over the Highway claims that identified a strong linear EM anomaly.  


In 2010, Tarsis collected soil geochemical samples over the newly acquired Highway claims which returned weakly anomalous copper and zinc values over a portion of the claims. A two hole diamond drill program totaling 443.83 meters was completed at the east end of the Discovery Zone. This drilling was designed to test the IP and gravity anomaly defined in 2009. Drilling intercepted massive, semi-massive and heavily disseminated sulphides. Highlights from the program are:



Hole


From


To

Interval

(m)

Cu

(%)

Au

(g/t)

Ag

(g/t)

Zn

(%)

 

 

 

 

 

 

 

 

MOR 10-01

85.10

92.90

7.80

0.71

0.41

19.3

0.80

   including

92.25

92.90

0.65

1.43

1.13

49.1

1.98

 

 

 

 

 

 

 

 

MOR 10-02

No Significant Assays


The drilling successfully intersected an extension to the Discovery Horizon, which has now been tested and is apparently continuous over 600 meters of strike length.


Current and Anticipated Exploration


The Company believes it has satisfactorily explained the geochemical anomaly identified through prior augur soil sampling and that significant potential exists for the discovery of additional VHMS mineralization on the property, particularly in the Discovery Zone. The Company is currently focusing on finding a partner to option the property and conduct further exploration.


Tim Property


The Tim Property is located in the southeastern portion of the Yukon Territory. Currently, the property consists of 289 mineral claims (approximately 6,200 hectares). The Company currently has a 100% interest in the property, subject to a 2% NSR.


The project is at the exploration stage and currently does not contain proven mineral reserves.



 

- 37 -

 

 

 

 



How Acquired


The Company acquired a 100% interest in the property in July 2007 through its agreement with Almaden Minerals Ltd. Tarsis acquired 100% interest in 7 properties, including Tim, in exchange for 3,500,000 common shares of Tarsis at a price of $0.40 per share and a net smelter return royalty of 2% on all mineral products discovered on the properties. Due to exploration spending by ACME Resources as the optionee on the Tim property, the Company issued as a bonus an additional 500,000 common shares to Almaden in Fiscal 2008.


In September 2007, the Company optioned to the property to ACME Resources (formerly International KRL Resources). Under the agreement, ACME could earn a 60% interest in the property by spending $3,000,000 on exploration and issuing Tarsis 1,000,000 common shares by September 10, 2011. ACME staked additional claims and added them to the property but subsequently withdrew from the option agreement, and Tarsis retained its 100% interest in the property, including the additional claims.


Location and Access


The property is located in the southeastern Yukon 72 kilometers west of Watson Lake. The property is road accessible from the Alaska Highway via an approximately 45 kilometer long access road.


Regional and Property Geology


The region overlies the Cassiar terrane of carbonate and clastic sedimentary rocks formed on the ancient continental margin of western North America. The property covers a folded sequence of Lower Cambrian and Cambrian rocks, and includes carbonate hosted silver-lead-zinc mineralization.


Exploration History


The property was first staked in the early 1980's at the same time as several other properties in the area. Work conducted in the late 1980's established anomalous soil geochemical results with elevated silver, lead, zinc and manganese values. Two large geochemical anomalies were defined, measuring 1,500 meters by 300 meters. An IP survey recorded results that coincided with the geochemical anomalies.


ACME optioned the property from Tarsis in September 2007 and in 2008 completed a five-hole, 1,254 diamond drill program targeting the previously identified IP anomalies. The drilling failed to intersect significant mineralization, although hole W-08-01 intersected a 4 meter zone of mineralization assaying 10.6 g/t silver, 0.21% lead and 0.83% zinc. ACME subsequently withdrew from the option agreement after spending approximately $800,000 on exploration.


Current and Anticipated Exploration


In September 2013, the Company conducted a short, focused work program on the property. The program was designed to re-evaluate a historical zone of silver-lead rich Carbonate Replacement Mineralization exposed by mechanized trenching in 1988. Historical chip sampling across the zone reportedly returned 352 g/t silver and 9.12% lead across 4.0 meters. In addition to this exposure, similar mineralization was also reported in adjacent trenches 180 and 250 meters on either side of the central trench. No drill testing of this zone has ever been conducted.



 

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The Company’s field crew located the central historical trench (T-3) and exposed the main mineralized showing with hand tools. A total of 6.4 meters of footwall alteration and CRM were exposed at the base of the trench. Three series of sawn channel samples were taken across the exposure of approximately 1 meter spacing between channels. The central channel tested a partial exposure of footwall alteration and the CRM while the outer channels only tested the partially exposed CRM. Weighted average assays for each of the channel samples are included in the table below. Sample intervals are true width.



Channel

Interval

(m)

Silver

(g/t)

Lead

(%)

Central

6.40

220

4.74

including

3.70

365

7.54

including

0.70

976

8.32

 

 

 

 

West

2.70

269

8.23

including

0.70

829

7.94

 

 

 

 

East

2.50

280

10.28


Elevated accessory elements in the mineralized zone include zinc, arsenic, antimony, bismuth, indium, gold and tin. The CRM is hosted within a steep southeasterly dipping structural zone and is dominantly comprised of manganiferous carbonate and porous dark brown limonite. Hand trenching did not expose the hangingwall contact of the mineralized zone due to slough and extensive downslope cover. Historical soil geochemical response defines three distinct linear northwest trending silver-lead anomalies, each of which is continuously defined for a strike length of roughly 2,000 meters. All historical trenching was conducted along the trace of the central geochemical anomaly but the soil sample coverage was not completed over the mineralized zone encountered in trench T-3 or northwest along strike.


Sawn samples were approximately 4 centimeters in width, resulting in relatively large samples per interval, which the Company believes improves the reliability of the sampling. Samples were delivered to ALS Minerals in Whitehorse, Yukon for sample preparation and all analyses were completed in North Vancouver. Silver and 50 other elements were analyzed using ICPMS techniques.


The Company is currently evaluating its plans for exploration and/or offering the property to prospective optionees.


Mexico Growth Pipeline Properties


The Company has classified three of its Mexican properties as Growth Pipeline Properties. These properties are the Gallo de Oro, San Pedro, and Llano Grande properties. All are located in the State of Nayarit. The Company has a 100% interest in each of the properties, subject to a 2% NSR, through an agreement dated June 10, 2013 between the Company and Almaden Minerals. The Company acquired the properties in exchange for 4,000,000 common shares at a price of $0.055 per share, and a 2% NSR on any production from the properties. During the fiscal year ended September 30, 2013, the Company determined that the Mezquites property was unlikely to attract an exploration optionee or purchaser and was written off.



 

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In addition to the properties acquired from Almaden, an area of influence will be outlined in Mexico, where Almaden will provide its proprietary data and concepts to the Company. In return the Company will issue 200,000 common shares to Almaden for each new property acquired within the area of influence. The Company will issue a further 800,000 common shares to Almaden upon the first time disclosure of a mineral resource on each and any of the new properties.


Each of the Mexico Growth Pipeline properties features epithermal style mineralization and is prospective for gold and silver.


Nevada Growth Pipeline Properties


The Company has classified both of its Nevada properties as Growth Pipeline Properties. These properties are the BP and BJS properties. The Company has a 100% interest in each of the properties, subject to a 2% NSR, through an agreement dated June 10, 2013 between the Company and Almaden Minerals. The Company acquired the properties in exchange for 4,000,000 common shares at a price of $0.055 per share, and a 2% NSR on any production from the properties.


In addition to the acquisition of the BP and BJS properties, an area of influence will be outlined in Nevada, where Almaden will provide its proprietary data and concepts to the Company. In return the Company will issue 200,000 common shares to Almaden for each new property acquired within the area of influence. The Company will issue a further 800,000 common shares to Almaden upon the first time disclosure of a mineral resource on each and any of the new properties.


In May 2013, the Company commenced exploration on the BP property. The BP is the most advanced of the Company’s two Nevada properties. The BP property is road accessible approximately 60 kilometers south of Carlin, Nevada. Based on the stratigraphy, structure and geochemistry of the property, BP may be prospective for Carlin-style gold mineralization. Some of the prospective attributes include outcropping jasperoid breccias in the vicinity of interpreted structural corridors, anomalous gold plus arsenic-thallium-antimony-mercury pathfinder geochemistry and permissive stratigraphy. No evidence of modern gold exploration is visible on the property apart from a widely spaced preliminary soil geochemistry sampling program.


The Company’s 2013 exploration program at BP identified gold-bearing jasperoid breccias samples, with the most significant samples occurring intermittently along an 850 meter linear trend believed to coincide with a series of high-angle faults providing conduits for Carlin-style gold bearing fluids. Jasperoid with anomalous gold values feature elevated Carlin-style pathfinder elements which include arsenic, thallium, mercury and antimony, which are key Carlin-style pathfinder elements. During fiscal 2014, the Company is completing the early-stage assessment of the property and has budgeted $20,000 for the work. The Company is actively pursuing a JV partner for the project, as the Company believes the property is close to drill ready.


Item 5.  Operating and Financial Review and Prospects


Overview


The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards (IFRS). The Company adopted IFRS effective November 1, 2010. Prior to the adoption of IFRS, the Company‘s financial statements were prepared in accordance with Canadian GAAP.



 

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The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.03 on September 30, 2013 and $1.11 on February 28, 2014.


The Company has since inception primarily financed its activities through the issuance of equity.  The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Company’s properties are at the exploration stage. The timing of such offerings is dependent upon the success of the Company’s exploration programs as well as the general economic climate.


Change of Fiscal Year End


The Company changed its fiscal year end to September 30 from October 31 beginning with the fiscal period ended September 30, 2011. The reason for the change is for the Company's year end to be coterminous with its wholly-owned subsidiary in Mexico, Minera Tarsis, S.A. de C.V., which has a December 31 year end.


Due the transition of fiscal year end, the Company’s audited financial statements for the fiscal period ended September 30, 2011 were for an eleven month period.


Results of Operations


Three Months Ended December 31, 2013 vs. Three Months Ended December 31, 2012

During the three months ended December 31, 2013, the Company’s Erika project was returned to the Company by the optionee and exploration results from the Yago property in Mexico, the Tim property in the Yukon, and the BP property in Nevada were released.


The comprehensive loss for the quarter ended December 31, 2013 was ($108,147), or ($0.00) per share, compared to a comprehensive loss of ($226,462), or ($0.01) per share for the quarter ended December 31, 2012. In the current quarter, expenses totaled $124,817, which was a decline of $99,823 compared to expenses of $224,640 for the quarter ended December 31, 2012. Management has been actively working to reduce the Company’s operating expenses.


Large changes in expenses occurred in Accounting and legal fees, which declined to $31,566 from $68,563; Investor relations and shareholder information, which fell to $14,953 from $43,315; Office expenses, which declined to $2,473 from $5,885; Property investigation expenses, which totaled $nil compared to $27,863, with the decline due to the Company investigation the acquisition of new property interests during fiscal 2012; and travel, which declined to $13,773 from $23,645. Wages, benefits and consulting fees rose slightly to $45,469 from $39,900, and transfer agent, listing and filing fees increased to $3,365 from $2,056 as the Company completed a private placement during the current period.


Interest income declined to $129 from $1,647 due to lower cash balances during the period. Unrealized gain (loss) on available-for-sale securities was $Nil compared to a ($7,500), as no securities were sold during the current period. Exchange difference arising on the translation of foreign subsidiary was $16,541 compared to $4,031.


Year Ended September 30, 2013 vs. Year Ended September 30, 2012


During the year ended September 30, 2013, the Company optioned its Erika project in Mexico to Osisko Mining Corporation and acquired a 100% interest, subject to a 2% NSR, in 7 exploration properties from Almaden Minerals Ltd.



 

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The comprehensive loss for year ended September 30, 2013 was ($1,320,596), or ($0.03) per share, compared to a comprehensive loss of ($1,347,248), or ($0.04) per share, for the year ended September 30, 2012. In the current year, expenses totaled $578,669, which was a decline of $321,477 compared to expenses of $900,146 recorded in the year ended September 30, 2012. Management has been actively working to reduce its operating expenses.


Large changes in expenses occurred in Accounting and legal fees, which fell to $150,752 from $186,670; Investor relations and shareholder information, which fell to $87,936 from $130,112; Office facilities and administrative services, which declined to $49,908 from $60,215; Property investigation expenses, which fell to $32,507 from $129,375, and Travel, which declined to $38,415 from $71,829, as the Company reduced its grassroots exploration activities and completed the acquisition of the 7 properties from Almaden in the current year; and Share-based payments, which totaled $Nil compared to $134,433 as no incentive stock options were granted in the current year period. Wages, benefits, and consulting fees rose slightly to $174,754 from $147,131 due to the shift of the President from a consulting basis to an employee of the Company effective January 1, 2013.


Interest income was largely unchanged at $3,592 compared to $2,320 for the year ended September 30, 2012, as average cash balances were similar during both periods. Gain on sale of marketable securities was $Nil compared to $27,450 as no securities were sold in the current year. Proceeds received in excess of exploration and evaluation asset costs were $Nil compared to $10,000, as no excess proceeds from optionees were received in the current year. Write-off of exploration and evaluation assets was $704,581 compared to $Nil as the Company wrote-off the acquisition costs and capitalized expenditures of the Burns, Meister River, Rogue, Rosie, and Mezquites properties.


Year Ended September 30, 2012 vs. Eleven Months Ended September 30, 2011


During the year ended September 30, 2012, the Company signed an option agreement with Driven Capital Corp. on the White River property. The Company also evaluated the results of the recent drill program on the Erika Property and continued to search for potential exploration optinees for Erika, and also searched for new property acquisitions.


The comprehensive loss for the year was ($1,347,248), or ($0.04) per share, compared to a comprehensive loss of ($1,179,241), or ($0.05) per share, for the eleven month period ended September 30, 2011. The higher net loss was largely due to deferred income tax expense incurred fiscal 2012.


Expenses for the year ended September 30, 2012 were $900,146 compared to $846,345 for the eleven months ended September 30, 2011. The higher level of expenses was largely due to the additional month in fiscal 2012. Large changes in expenses occurred in Management and consulting fees, which rose to $147,131 from $101,225 due to higher management fees; Property investigation expenses, which increased to $129,375 from $38,060, and travel, which rose to $71,829 from $54,965, as the Company investigated additional properties for possible acquisition; and Share-based payments, which declined to $134,433 from $237,438 due to fewer incentive stock options granted in the fiscal year ended September 30, 2012.



 

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Interest income declined to $2,320 from $6,872 due to lower average cash balances during the year. Other income declined to $Nil from $20,000 due to the renunciation of flow-through shares during the eleven months ended September 30, 2011. No exploration and evaluation assets were written-off during the year. In the eleven month period, the Cabin Lake, Dawson Gold and Cord properties were written-off totaling $505,595. Proceeds received in excess of exploration and evaluation asset costs declined to $10,000 from $88,746. After deferred income tax expense of $460,000, the net loss for the year ended September 30, 2012 was ($1,320,376) compared to net loss of ($1,202,551) for the prior eleven month period ended September 30, 2011.  


During the year ended September 30, 2012, the Company recorded an unrealized loss on available-for-sale securities of ($25,550) compared to a gain of $40,888 in the prior eleven month period, which was due to changes in market prices of securities held by the Company, and exchange difference arising on the translation of foreign subsidiary was ($1,322) compared to ($17,578), with the decline due to more favorable exchange rates.


Liquidity and Capital Resources


The Company’s working capital position at September 30, 2013 was a deficit of ($88,377), including cash of $21,044. Subsequent to the end of the fiscal year, the Company closed a private placement of 4,836,666 common stock units for gross proceeds of $362,750. Management estimates that the property exploration and property holding budget will be approximately $275,000 and SG&A expenses will be approximately $450,000 in fiscal 2014. The Company’s current working capital is not sufficient to meet its anticipated expenditures for the remainder of Fiscal 2014, and will require additional funds. If the Company is unable to raise additional funds or option certain of its properties, it will likely result in a severe reduction in the Company’s exploration and operational budgets. In March 2014, the Company completed an additional private placement of 2,666,667 common share units at a price of $0.075 per unit. Each unit consists of one common share and one non-transferable common share purchase warrant, with each warrant exercisable into one additional common share at a price of $0.15 until March 17, 2017. Gross proceeds from the placement were $200,000 which will be used for exploration on the Yago property.


The Company has financed its operations through the issuance of common shares. The following sales and issuances of common stock have been completed in the last 5 fiscal years.



 

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Table No. 5

Common Share Issuances


Fiscal

Period


Type of Share Issuance

Number of Common Shares Issued


Price


Gross Proceeds

 

 

 

 

 

Fiscal Year 2009

Private Placement

2,500,000

$  0.10

$    250,000

Ended October 31,

Acquisition of Mineral Property

10,000

0.235

-

 

 

 

 

 

Fiscal Year 2010

Private Placement

2,000,000

$  0.20

$    400,000

Ended October 31,

Private Placement

1,000,000

$  0.20

200,000

 

Private Placement

4,100,000

0.25

1,025,000

 

Exercise of Warrants

1,350,000

0.25

337,500

 

Exercise of Finders' Warrants

9,000

0.25

2,250

 

Exercise of Options

40,000

0.10

4,000

 

 

 

 

 

Eleven Months

Private Placement

2,710,897

$  0.60

$ 1,626,535

Ended September 30,

Exercise of Warrants

1,150,000

0.25

287,500

2011

Exercise of Finders' Warrants

89,875

0.25

22,469

 

Exercise of Options

100,000

0.25

25,000

 

 

 

 

 

Fiscal Year 2012

Private Placement

4,800,000

$ 0.25

$ 1,200,000

Ended September 30

Exercise of Finders’ Warrants

39,375

0.25

9,844

 

 

 

 

 

Fiscal Year 2013

Private Placement

6,870,000

$ 0.15

$ 1,030,500

Ended September 30

Acquisition of Mineral Properties

4,000,000

0.055

-

 

 

 

 

 

Fiscal Year 2014

Private Placement

4,836,666

$0.075

$    362,700

through Jan. 31, 2014

Private Placement

2,666,667

$0.075

$    200,000


Three Months Ended December 31, 2013


At the end of the three month period ended December 31, 2013, the Company had working capital of $111,056 compared to a working capital deficit of ($88,377) as of September 30, 2013. During first quarter of fiscal 2014 ended December 31, 2013, Operating Activities used cash of ($106,137), which included the net loss for the period of ($124,688). Item not affecting cash was depreciation of $443. Changes in non-cash working capital items were a decrease in receivables of $872; a decrease in prepaid expenses of $4,722; an increase in accounts payable and accrued liabilities of $19,907; and a decrease in due to related parties of ($7,393).


Cash flows from Investing Activities used cash of ($84,647), with the entire amount expended on exploration and evaluation assets. Cash flows from Financing Activities provided cash of $347,061, including $362,750 from the issuance of common shares and share issue costs related to the private placement of shares used cash of ($15,689). Exchange difference arising on the translation of foreign subsidiary was $16,541.


Cash totaled $193,862 as of December 31, 2013 compared to cash of $21,044 as of September 30, 2013, and increase of $172,818.


During the quarter the Company issued a total of 4,836,666 common share units at a price of $0.075 per unit for gross proceeds of $362,750. Each unit consisted of one common share and one non-transferable common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.15 until December 16, 2016.



 

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Year Ended September 30, 2013


At the end of the fiscal year ended September 30, 2013, the Company has a working capital deficit of ($88,377) compared to working capital of $929,826 as of September 30, 2012. During the fiscal year ended September 30, 2013, Operating Activities used cash of ($599,754), which included the net loss of ($1,316,658). Items not affecting cash included depreciation of $1,731, write-off of exploration and evaluation assets of $704,581, and deferred income tax expense of $37,000. Changes in non-cash working capital items include a decrease in receivables of $12,787; a decrease in prepaid expenses of $10,290; a decrease in accounts payable and accrued liabilities of ($15,699); and a decrease in due to related parties of ($33,786).


Cash flows from Investing Activities used cash of ($417,561). Purchase of equipment used cash of ($2,722), exploration and evaluation assets used cash of ($464,339), and cash received from option agreements provided cash of $49,500. Cash flows from Financing Activities used cash of ($18,365). Proceeds from issuance of common shares provided cash of $27,000, and share issue costs used cash of ($45,365). Exchange difference arising from translation of foreign subsidiary was $6,062.


Cash totaled $21,044 as of September 30, 2013, compared to cash of $1,050,662 as of September 30, 2012, a decrease of ($1,029,618).


During the year the Company issued a total of 10,870,000 common shares. 6,870,000 common shares were issued pursuant to a private placement of units at a price of $0.15 per unit. Each unit consisted of one common share and one non-transferable common stock purchase warrant, with each warrant exercisable into one additional common share at a price of $0.25 until October 3, 2015. The Company also issued 471,500 finder’s warrants in relation to the placement, with each finder’s warrant exercisable into a common share at a price of $0.15 until October 3, 2015. 4,000,000 common shares were issued to Almaden pursuant to the acquisition of 7 mineral exploration properties by the Company from Almaden. The shares were issued at a price of $0.055 per share for a total cost of $220,000.


Fiscal Year Ended September 30, 2012


At the end of the fiscal year, the Company's working capital was $929,826 compared to working capital of $230,043 as of September 30, 2011. During the year, Operating Activities used cash of ($615,208), including the loss for the year of ($1,320,376). Items not affecting cash included depreciation of $1,402 and share-based payments related to the grant of stock options of $134,433. Gain on sale of marketable securities was ($27,450), and deferred income tax expense was $460,000. Changes in non-cash working capital items included a decrease in receivables of $25,516; a decrease in prepaid expenses of $62,949; a decrease in accounts payable and accrued liabilities of ($10,395); and an increase in amounts due to related parties of $58,713.


Cash flows from Investing Activities used cash of ($720,685). Expenditures on exploration and evaluation assets used cash of ($842,992); cash advances for mineral exploration used cash of ($9,543); cash received from option agreements totaled $50,000; and cash received from sale of marketable securities was $81,850. Cash flows from Financing Activities provided cash of $2,161,693. Share subscriptions received for the private placement not yet completed provided cash of $1,003,500, and proceeds from issuance of common shares provided cash of $1,200,000. Proceeds from exercise of finder’s warrants provided cash of $9,844, and share issue costs used cash of ($51,651). Exchange difference arising on the translation of foreign subsidiary was ($1,322).



 

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Cash totaled $1,050,662 at September 30, 2012 compared to cash of $226,184 as of September 30, 2011, an increase of $824,478.


During the year, the Company issued 4,839,375 common shares. 4,800,000 common shares were issued pursuant to a private placement of units at a price of $0.25 per unit. Each unit consisted of one common share and one-half of a non-transferrable common stock purchase warrant, with each full warrant exercisable into one additional common share at a price of $0.40 until August 10, 2013. In connection with the private placement, the company also issued finder’s warrants, which allowed the holders to purchase up to 105,000 units at a price of $0.25 per unit until August 10, 2013. 39,375 common shares were issued pursuant to the exercise of finder’s warrants at a price of $0.25 per warrant.


Eleven Month Period Ended September 30, 2011


At the end of the fiscal period, the Company had working capital of $230,043 compared to working capital of $1,054,070 as of November 1, 2010. During the eleven month period, Operating Activities used cash of ($582,226), including the loss for the period of ($1,202,551). Items not affecting cash include depreciation of $825; Share-based payments of $237,438; Write-off of exploration and evaluation assets of $505,595; Proceeds received in excess of exploration and evaluation costs of ($88,746); Gain on sale of marketable securities of ($33,771); and other income of ($20,000). Changes in non-cash working capital items include a decrease in receivables of $45,793; an increase of prepaid expenses of ($60,730); an increase in accounts payable and accrued liabilities of $37,250; and a decrease in amounts due to related parties of ($3,329).


Cash flows from Investing Activities used cash of ($2,175,036). Purchase of equipment used cash of ($5,500); Expenditures on exploration and evaluation assets used cash of ($2,351,560); cash advances for mineral exploration used cash of ($16,017); cash received from option agreements was $50,000; and cash received from sale of marketable securities provided cash of $148,041. Cash flows from Financing Activities provided cash of $1,952,621. Proceeds from the issuance of common shares provided cash of $1,626,535; proceeds from exercise of warrants was $287,500; proceeds from exercise of finder’s warrants was $22,469; proceeds from exercise of stock options was $25,000; and share issue costs were ($8,883).


Cash totaled $226,184 at September 30, 2011 compared to cash of $1,048,403 as of November 1, 2010, a decrease of ($822,219).


During the eleven month period, the Company issued 4,050,766 common shares. 2,710,891 common shares were issued pursuant to a private placement at $0.60 per share. 1,150,000 common shares were issued pursuant to the exercise of common stock purchase warrants, 89,875 common shares were issued pursuant to the exercise of finder’s warrants, and 100,000 common shares were issued pursuant to the exercise of options.



 

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Significant Accounting Policies


Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  On a regular basis, management evaluates its estimates and assumptions. The estimates are based on historical experience, past results, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form that basis for making judgments about the carrying values of assets, including mineral properties, and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates due to events or circumstances which may be beyond the control of the Company.


The financial statements have been prepared in accordance with International Accounting Standard (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The Company adopted IFRS effective November 1, 2010.


The Company’s financial statements have been prepared on a historical cost basis except for marketable securities classified as available-for-sale, which are stated at fair value through other comprehensive income (loss).  In addition, the financial statements have been prepared using the accrual basis of accounting, except for cash flow information.


Basis of Consolidation


The consolidated financial statements include the accounts of the Company and its subsidiary as follows:


 

% of ownership

Jurisdiction

Nature of operations

 

 

 

 

Minera Tarsis, S.A. de C.V.

100%

Mexico

Exploration


Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the consolidated financial statements.


Foreign currencies


The functional and presentation currency of the Company is the Canadian dollar.


Transactions in currencies other than the functional currency are recorded at the rate of the exchange prevailing on dates of transactions.  At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined.  Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.


The Company has determined that the functional currency of its wholly-owned subsidiary in Mexico is the Mexican Peso.  Exchange differences arising from the translation of the subsidiary’s functional currencies into the Company’s presentation currency are taken directly to the exchange reserve.



 

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Exploration and evaluation


The Company is in the exploration stage with respect to its investment in exploration and evaluation assets and accordingly follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of its mineral claims and crediting all proceeds received against the cost of related claims.  Such costs include, but are not exclusive to, geological, geophysical studies, exploratory drilling and sampling. At such time as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable reserves.  The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment or when it has been determined that there is evidence of a permanent impairment.  An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale result in a revised estimate of the recoverable amount but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.


The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.


The Company recognizes in income costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.


Upon transfer of “Exploration and evaluation costs” into “Mine Development”, all subsequent expenditure on the construction, installation or completion of infrastructure facilities is capitalized within “Mine development”.  After production starts, all assets included in “Mine development” are transferred to “Producing Mines”.


All capitalized exploration and evaluation expenditures are monitored for indications of impairment.  Where a potential impairment is indicated, assessments are performed for each area of interest.  To the extent that exploration expenditures are not expected to be recovered, they are charged to operations.  Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.


Equipment


Equipment is carried at cost, less accumulated depreciation and accumulated impairment losses.  Depreciation is calculated using the declining balance method at a rate of 30% per year.


The cost of an item of equipment consists of the purchase price, plus any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.


An item of equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.  Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the consolidated statement of comprehensive loss.



 

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Where an item of equipment comprises major components with different useful lives, the components are accounted for as separate items of equipment.  Expenditures incurred to replace a component of an item of equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.


Decommissioning, restoration, and similar obligations


An obligation to incur restoration, rehabilitation and environmental costs arises when an environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest.  Such costs arising for the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying value of the asset, as soon as the obligation to incur such costs arises.  Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.  These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production or the straight line method.  The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.  Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.


As at September 30, 2013, the Company has no material restoration, rehabilitation and environmental costs as the disturbance to date is minimal.


Financial instruments

Financial assets

The Company classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:


Fair value through profit or loss - This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the consolidated statements of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive loss. The Company’s cash has been classified as fair value through profit or loss.


Loans and receivables - These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at cost less any provision for impairment.  Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. The Company’s receivables have been classified as loans and receivables.


Held-to-maturity investments - These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method.  If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows.  Any changes to the carrying amount of the investment, including impairment losses, are recognized in the consolidated statement of comprehensive loss. No financial assets have been classified as held-to-maturity.



 

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Available-for-sale - Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognized directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognized in the consolidated statement of comprehensive loss.  The Company’s marketable securities have been classified as available-for-sale.


All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described above.

Financial liabilities

The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:


Fair value through profit or loss - This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the consolidated statements of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive loss.  No financial liabilities have been classified as fair value through profit or loss.


Other financial liabilities - This category includes promissory notes, amounts due to related parties and accounts payable and accrued liabilities, all of which are recognized at amortized cost.


Significant accounting judgments and estimates


The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period.  Actual outcomes could differ from these estimates.  The consolidated financial statements include estimates which, by their nature, are uncertain.  The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.


Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:



 

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Judgments


·

The analysis of the functional currency for each entity of the Company is considered a critical judgement. In concluding that the Canadian dollar is the functional currency of the parent, management considered both the funds from financing activities and the currency in which goods and services are paid for. The functional currency of its wholly-owned subsidiary in Mexico is the Mexican Peso.  Managements’ consideration of these functional currencies mainly resulted from the influence of the cost of providing goods and services in the subsidiary.


Estimates


·

the recoverability of receivables and prepayments which are included in the consolidated statements of financial position;

·

the carrying value of any marketable securities and the recoverability of the carrying value which are included in the consolidated statements of financial position;

·

the estimated useful lives of equipment which are included in the consolidated statements of financial position and the related depreciation included in the consolidated statements of comprehensive loss;

·

the estimated values of the exploration and evaluation assets which are recorded in the consolidated statements of financial position;

·

the inputs used in accounting for share-based payments in the consolidated statements of comprehensive loss; and

·

the assessment of indications of impairment of each exploration and evaluation asset and related determination of the net realizable value and write-down of those properties where applicable.


Impairment


At each financial position reporting date, the carrying amounts of the Company’s assets are reviewed to determine whether there is any indication that those assets are impaired.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.  The recoverable amount is the higher of fair value less costs to sell and value in use.  Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the statement of comprehensive loss for the period.  For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates.  For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.


Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.  A reversal of an impairment loss is recognized immediately in the statement of comprehensive loss.



 

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Share-based payment transactions


The Company’s stock option plan allows the Company’s employees and consultants to acquire shares of the Company through the exercise of granted stock options.  The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in shareholders’ equity.  An individual is classified as an employee when such individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.


The fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over the period during which the options vest.  The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted.  At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.


Warrants with the right to acquire common shares in the Company are typically issued through the Company’s equity financing activities.  Where finders’ warrants are issued on a stand-alone basis, their fair values are measured on their issuance date using the Black-Scholes option pricing model and are recorded as both an increase to equity reserves and as a share issue cost.


The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component.  The Company considers the fair value of common shares issued in the private placements to be the more easily measurable component and the common shares are valued at their fair value, as determined by the closing quoted bid price on the announcement date.  The balance, if any, is allocated to the attached warrants.  Any fair value attributed to the warrants is recorded to the appropriate reserves account.


When warrants are exercised, the cash proceeds along with the amount previously recorded in equity reserves are recorded as share capital.  


Loss per share


The Company uses the treasury stock method to compute the dilutive effect of stock options, warrants and similar instruments.  Under this method the dilutive effect on loss per common share is recognized on the use of the proceeds that could be obtained upon exercise of stock options, warrants and similar instruments.  It assumes that the proceeds would be used to purchase common shares at the average market price during the period.  For the periods presented, this calculation proved to be anti-dilutive.


Basic and diluted loss per common share is calculated using the weighted average number of common shares outstanding during the period.


Income taxes


Income tax on the profit or loss for the periods presented comprises current and deferred tax.  Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.



 

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Income tax provisions are recognized when it is considered probable that there will be a future outflow of funds to a taxing authority. In such cases, a provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application of judgment as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognized in income in the period in which the change occurs.


Deferred tax assets or liabilities arising from temporary differences between the tax and accounting values of assets and liabilities, are recorded based on tax rates expected to be enacted when these differences are reversed.  Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recovered. This involves an assessment of when those deferred tax assets are likely to be realized, and a judgment as to whether or not there will be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as in the amounts recognized in income in the period in which the change occurs.


Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in income both in the period of change, which would include any impact on cumulative provisions, and in future periods.


New accounting standards and interpretations


Certain new accounting standards and interpretations have been published that are not mandatory for the September 30, 2013 reporting period.  The Company has not early adopted the following new and revised standards, amendments and interpretations that have been issue but are not yet effective:


·

IFRS 7 Financial Instruments: Disclosures (effective January 1, 2013)

·

IFRS 9 (Amended 2010) Financial Instruments (effective January 1, 2015)

·

IFRS 10 (Issued 2011) Consolidated Financial Statements (effective January 2013)

·

IFRS 11 (Issued 2011) Joint Arrangements (effective January 2013)

·

IFRS 12 (Issued 2011) Disclosure of Interest in Other Entities (effective January 2013)

·

IFRS 13 (Issued 2011) Fair value Measurement

·

IAS 27 (Reissued 2011) Separate Financial Statements (effective January 1, 2013)

·

IAS 28 (Reissued 2011) Investments in Associates and Joint Ventures (effective January 1, 2013)

·

IAS 32 (Issued 2012) Financial Instruments: Presentation (effective January 1, 2014)


The Company anticipates that the application of the above new and revised standards, amendments and interpretations will have no material impact on its results and financial position.


Variation in Operating Results


The Company derives interest income on its bank deposits, which depend on the Company's ability to raise funds.



 

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Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals.  Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs.  There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.


The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with IFRS.  The value of the Canadian Dollar in relationship to the US Dollar was $1.03 on September 30, 2013.


Research and Development


The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.


Trend Information  


The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s operations or financial condition.


Off-Balance Sheet Arrangements


The Company has no Off-Balance Sheet Arrangements.


Tabular Disclosure of Contractual Obligations


The Company currently has no contractual obligations. The company currently leases an office on a month-to-month basis from Almaden Minerals Ltd., a related party, under a verbal agreement. The cost is $4,100 per month, which includes rent of $2,300; Office Expense of $320; Insurance of $440; and Office Assistance of $1,040.


Item 6.  Directors, Senior Management and Employees


Table No. 6 lists as of March 31, 2014 the names of the Directors of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  All Directors are residents of Canada and are citizens of Canada except Adrian Fleming, who is a citizen of Australia. Each director was re-elected at the Annual General Meeting held on February 28, 2014, except Jason Weber, who was appointed to the Board subsequent to the Meeting.



 

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Table No. 6

Directors


Name

Age

Date First Elected/Appointed

Marc G. Blythe (1)

43

July 23, 2007

Craig Lindsay (1)

48

November 3, 2008

Adrian Fleming (1)

65

June 28, 2010

Mark T. Brown

45

February 28, 2014

Jason Weber

43

March 10, 2014

 

 

 

(1)  Member of Audit Committee.

 

 


Members of the audit committee meet periodically to approve and discuss the annual financial statements and each quarterly report before filing and mailing. The committee operates under a written charter as included in the Company's Management Information Circular dated February 7, 2013.  Details of the charter are contained in Item 6, “Board Practices” below.


Table No. 7 lists, as of March 31, 2014, the names of the Executive Officers of the Company.  The Executive Officers serve at the pleasure of the Board of Directors.  All Executive Officers are citizens of Canada.


Table No. 7

Executive Officers


Name

Position

Age

Date of Appointment

Mark G. Blythe

President and CEO

43

July 23, 2007

Mark T. Brown

Chief Financial Officer and

Corporate Secretary


45


July 23, 2007


Mark G. Blythe, P.Eng, MBA, received a Bachelor of Mining Engineering degree from the Western Australian School of Mines and an MBA from La Trobe University in Melbourne. Since 2009, he has been Vice-President, Strategic Development, of Rockhaven Resources Ltd. From 2006 to 2011, he was Vice President, Mining of Almaden Minerals. From 2004 to 2006, he was a Corporate Senior Mining Engineer for Placer Dome, where he completed internal and external mine evaluations, including advising on potential acquisitions and implementation of mining technology. Prior to joining Placer Dome, he held senior mining and planning positions for several companies in Australia, including Auriongold, which was acquired by Placer Dome, and WMC Resources, and holds a Western Australian First Class Mine Manager's Certificate of Competency.  He is currently a Director of Arcus Development Group Inc., a mineral exploration company traded on the TSX Venture Exchange, and a Director of Strategem Capital Corporation, a merchant banking company traded on the TSX Venture Exchange. Mr. Blythe was appointed CEO, President and a Director of the Company in July 2007, and devotes approximately 90% of his time to the Company.



 

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Mark T. Brown has been a Chartered Accountant since 1993 and is President of Pacific Opportunity Capital Ltd., a private company which provides small and medium sized companies with financial, equity and management solutions. Mr. Brown received a Bachelor of Commerce Degree from the University of British Columbia in 1990 and is a member of the Institute of Chartered Accountants of British Columbia. He has been a Chartered Accountant since 1993 and is President of Pacific Opportunity Capital Ltd., a private company which provides small and medium sized companies with financial, equity and management solutions. From 1990 to 1994, he worked with PricewaterhouseCoopers before becoming controller of Miramar Mining Corporation. In 1996, he became controller of Eldorado Gold Corporation where his duties included debt and equity financings, international acquisitions, corporate reporting and system implementation. He is one of the founders of Rare Element Resources Ltd., a resource exploration company traded on the NYSE MKT and TSX Exchanges. He also is a former and current officer and director of other public companies. His current officer and directorships include: a Director of Almaden Minerals Ltd., a resource exploration company traded on the NYSE MKT and TSX Exchanges; President, CEO and Director of Animas Resources Ltd., a resource exploration company traded on the TSX Venture Exchange; a Director of Avrupa Minerals Ltd., a mineral exploration company traded on the TSX Venture Exchange; Chief Financial Officer, Corporate Secretary and a Director of Big Sky Petroleum, an oil and gas exploration company traded on the TSX Venture Exchange; a Director of Estrella Gold Corporation, a mineral exploration company traded on the TSX Venture Exchange; Chief Financial Officer, Corporate Secretary and a Director of Galileo Petroleum, an oil and gas company traded on the TSX Venture Exchange; a Director of Strategem Capital Corporation, a merchant banking company traded on the TSX Venture Exchange; and a Director of Sutter Gold Mining Inc., a mineral exploration company traded on the TSX Venture Exchange. Mr. Brown devotes approximately 25% of his time to Company affairs.


Craig Lindsay, CFA, has over 20 of experience in corporate finance, investment banking and business development in North America and Asia. He obtained a Bachelor of Commerce degree from University of British Columbia and a Masters of Business Administration from Dalhousie University. He is the past President of the Hong Kong Canada Business Association - Vancouver Section and the past Chairman of the Family Services of Greater Vancouver. He currently serves as Managing Director of Arbutus Grove Capital Corp., a private company offering corporate finance and merchant banking services, President, CEO and a Director of Otis Gold, a mineral exploration company traded on the TSX Venture Exchange,  CEO and a Director of Philippine Metals Inc., a mineral exploration company traded on the TSX Venture Exchange, and a Director of Archer Petroleum Corp., a mineral exploration company traded on the TSX Venture Exchange. He formerly served as founder and president of Magnum Uranium Corp. until its merger with Energy Fuels Inc. in 2009, and was a Vice President in the Corporate Finance and Investment Banking Group at PricewaterhouseCoopers LLP. Mr. Lindsay spends approximately 5% of his time on the affairs of the Company.



 

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Adrian Fleming , P.Geo is an Australian geologist with 40 years diversified experience in the mining industry, including exploration, project development and operations. He formerly held a number of senior positions with major mining companies, including Exploration Manager for Placer Dome in Sydney, President of Giant Yellowknife Mines in Toronto, and Vice President of Exploration for Golden Star in Denver. Since 1998, he has been the President of Rockworks Limited, an independent geologic advisory company, and currently serves as an officer and director of other public companies. He is a Director of Entourage Metals, a mineral exploration company traded on the TSX Venture Exchange; a Director of Full Metal Zinc, a mineral exploration company traded on the TSX Venture Exchange; a Director of Goldminex Resources, a mineral exploration company traded on the Australian Stock Exchange; a Director of Gonzaga Resources, a mineral exploration company traded on the TSX Venture Exchange; a Director of Highland Copper Company Inc., a mineral exploration company traded on the TSX Venture Exchange; a Director of Precipitate Gold Corp., a mineral exploration company traded on the TSX Venture Exchange; President and Director of Prosperity Goldfields Corp., a mineral exploration company traded on the TSX Venture Exchange, and a Director of Glass Earth Gold Limited, a mineral exploration company trade on the TSX Venture Exchange. Mr Fleming spends approximately 5% of his time on the affairs of the Company.


Jason S. Weber, P.Geo., has over 20 years of experience in the minerals exploration industry. He holds a Bachelor of Science (B.Sc.) degree in Geological Sciences from the University of British Columbia and is a registered Professional Geoscientist with the Association for Professional Engineers and Geoscientists of BC (APEGBC). He served as President and CEO of Kiska Metals Corporation, a mineral exploration company traded on the TSX Venture Exchange, from 2009 until 2013. He was President and CEO of Rimfire Minerals Corporation, a junior project generator company, from 2007 to 2009 when Rimfire merged with Geoinformatics to create Kiska. He initially joined Rimfire in 1999 as Manager of Corporate Communications. Prior to Rimfire, Mr. Weber was engaged by Equity Engineering as a project geologist working on projects in Canada and Central America, and has also worked on gold and copper projects in British Columbia and Australia. He currently serves as a Director of Clear Creek Resources Ltd., a mineral exploration company traded on the TSX Venture Exchange. Mr. Weber is also the Chair of Mining For Miracles , the BC Mining industry’s charity for BC Children’s Hospital. He is past Chair of Mineral Exploration Roundup, one of the world’s largest annual exploration conferences and was a Director of the Association for Mineral Exploration British Columbia (AMEBC). Mr. Weber spends approximately 5% of his time on the affairs of the Company.


No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he or she is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he or she is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.


There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he or she was selected as a Director or Executive Officer. No members of the Board of Directors are related.



 

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COMPENSATION


The Company has no arrangements pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation.  There are no director’s service contracts providing for benefits upon termination of employment.


To assist the Company in compensating, attracting, retaining and motivating personnel, the Company grants incentive stock options under a formal Stock Option Plan which was first approved by shareholders at the Annual General and Special Meeting of shareholders held on December 21, 2005, and subsequently re-approved by shareholders at every Annual Meeting of shareholders thereafter. The current Stock Option Plan was approved by shareholders at the most recent meeting held on February 28, 2014.


Table No. 8 sets forth the compensation paid to the Company’s executive officers and members of its administrative body during the last three fiscal years.


Table No. 8

Summary Compensation Table

All Figures in Canadian Dollars unless otherwise noted



Name

Fiscal

Year


Salary


Options Granted

Other

Compensation

Marc G. Blythe

President, CEO and Director (1)

2013

2012

2011

$ 131,250

N/A

N/A

Nil

200,000

Nil

$    39,900

147,131

100,581

 

 

 

 

 

Mark T. Brown,

CFO and

Corporate Secretary (2)

2013

2012

2011

N/A

N/A

N/A

Nil

125,000

Nil

$  113,720

159,556

96,950

 

 

 

 

 

Adrian Fleming,

Director

2013

2012

2011

N/A

N/A

N/A

Nil

50,000

Nil

Nil

Nil

Nil

 

 

 

 

 

Craig Lindsay,

Director

2013

2012

2011

N/A

N/A

N/A

Nil

50,000

Nil

Nil

Nil

Nil

 

(1)

“Other Compensation” for Marc G. Blythe is for consulting fees. Mr. Blythe became an employee of the Company effective January 1, 2013.

(2)

"Other Compensation" for Mark T. Brown is for management and accounting fees and share issue costs paid to Pacific Opportunity Capital, a private consulting firm for which Mr. Brown is President and a director.


No funds were set aside or accrued by the Company during Fiscal 2013 to provide pension, retirement or similar benefits for Directors or Executive Officers.


Board Practices


The Board of Directors’ mandate is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. The Company’s corporate governance practices are the responsibility of the Board.



 

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Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying out the Company's business in the ordinary course, evaluating business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, all debt and equity financing transactions. Through its Audit Committee, the Board examines the effectiveness of the Company's internal control processes. The Board reviews and sets executive compensation and recommends incentive stock options.


The Board facilitates its exercise of independent supervision over management by ensuring that a majority of its members are independent of the Company. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's Board, be reasonably expected to interfere with the exercise of a director's independent judgment. Currently, the only non-independent director is Marc Blythe, as he serves as CEO and President of the Company.


The Board considers its size each year when it considers the number of directors to recommend to the shareholders for elections at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience. At the Annual General Meeting of Shareholders held on February 28, 2014, shareholders approved the resolution to set the current Board at four members. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed. When new directors are appointed, they receive orientation on the Company's business, current projects and the industry. Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business.


The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors' participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.


Audit Committee

The Company's Audit Committee operates under a written charter which is reviewed by the Board of Directors on an annual basis. A copy of the current Audit Committee Charter was included in the Company’s Management Information Circular dated January 24, 2014.


The Audit Committee’s primary functions are to assist the Board of Directors (the "Board") in fulfilling its financial oversight responsibilities with respect to financial reporting and disclosure requirements; ensure that an effective risk management and financial control framework has been implemented by management of the Company; and be responsible for external and internal audit processes.


Composition

The Audit Committee shall be composed of a minimum of three members of the Board of Directors, a majority of whom are independent. All members of the Audit Committee shall be financially literate. Financial literacy is the ability to read and understand a balance sheet, income statement and cash flow statement that present a breadth and level of complexity comparable to the Corporation’s financial statements.



 

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Members shall serve one-year terms and may serve consecutive terms, which are encouraged to ensure continuity of experience. The Chairperson shall be appointed by the Board of Directors for a one-year term, and may serve any number of consecutive terms.


Responsibilities

The Audit Committee will review and report to the board of directors of the Company the financial statements and MD&A (management discussion and analysis); the auditor’s report, if any; and review the Company’s annual and interim earnings press releases before the Company publicly discloses the information.  The Committee will also ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information and periodically assess the adequacy of the procedures.


The Committee will recommend to the Board of Directors the external auditor and the compensation of the external auditor and pre-approve all non-audit services to be provided to the Company by the auditor. It will oversee the work of the external auditor, including the resolution of any disagreements between management and the auditor regarding financial reporting. The Committee will monitor, evaluate and report to the Board of Directors on the integrity of the financial reporting process and the system of internal controls that management and the Board have established.


Procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters will be established by the Committee, including the confidential and anonymous submission by employees.


The Committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the committee will set the compensation for such advisors. The committee has the authority to communicate directly with and to meet with the external auditors and the internal auditor, without management involvement. This extends to requiring the external auditor to report directly to the committee.


Reporting Obligations

The Committee will report to the Board of Directors on the proceedings of each Committee meeting and on the Committee’s recommendations at the next regularly scheduled Directors’ meeting.


The current Audit Committee members are Marc G. Blythe, Craig Lindsay, and Adrian Fleming. Craig Lindsay and Adrian Fleming are considered to be “independent”, and Marc G. Blythe is not considered to be independent due to his position as President and CEO of the Company.


Staffing


The Company currently has no employees and 2 executive officers. Administrative functions are performed under an agreement with Almaden Minerals and by contractors, including Pacific Opportunity Capital. Mineral Exploration, including geological services and field work, are performed by management and contactors on an as needed basis.



 

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Share Ownership


The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.


Table No. 9 lists, as of March 31, 2014, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.  


Table No. 9

Shareholdings of Directors and Executive Officers


Title

of

Class



Name of Beneficial Owner

Amount and Nature

of Beneficial

Ownership

Percent

of

Class

 

 

 

 

Common

Marc G. Blythe (1)

3,694,166

7.04%

Common

Mark T. Brown (2)

8,485,000

15.97%

Common

Adrian Fleming (3)

400,000

0.78%

Common

Craig Lindsay (4)

945,000

1.18%

Common

Jason Weber (5)

200,000

0.39%

 

 

 

 

 

Total Directors/Officers

13,724,166

24.40%

 

(1)

Of these shares, 750,000 represent share purchase options and 1,083,333 represent stock purchase warrants.

(2)

Of these shares, 4,895,000 are common shares and 1,830,000 are stock purchase warrants owned by Pacific Opportunity Capital, a private company controlled by Mark T. Brown; and 650,000 represent share purchase options.

(3)

Of these shares, 400,000 represent share purchase options.

(4)

Of these shares, 145,000 are common shares held in the name of Arbutus Grove Capital, a private company owned by Craig Lindsay;  250,000 are stock purchase warrants and 300,000 are share purchase options.

(5)

Of these shares, 200,000 represent share purchase options.


Based upon 50,640,444 shares outstanding as of March 31, 2014, share purchase warrants and Stock options held by each beneficial holder exercisable within sixty days as detailed in Table No. 13, “Stock Options Outstanding” below.


Item 7.  Major Shareholders and Related Party Transactions


The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.  The Company's common shares are issued in registered form and the following information is taken from the records of Computershare Investor Services, 510 Burrard Street, 2nd Floor
Vancouver, British Columbia V6C 3B9.


On January 31, 2014 the shareholders' list for the Company's common shares showed 47,973,777 common shares issued and outstanding. 43,886,158 common shares are held in Canada, 4,017,619 common shares are held in the United States, and 70,000 are held in other countries.



 

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The Company is aware of four persons/companies who beneficially own 5% or more of the Registrant's voting securities. Table No. 10 lists as of March 31, 2014, persons and/or companies holding 5% or more beneficial interest in the Company’s outstanding common stock.


Table No. 10

5% or Greater Shareholders


Title of

Class

Name of Owner

Amount and Nature of

Beneficial Ownership

Percent

of Class

 

 

 

 

Common

Almaden Minerals Ltd.

8,100,000

16.00%

Common

Mark T. Brown (1)

8,485,000

15.97%

Common

Ernesto Echavarria (2)

4,911,500

9.43%

Common

Kinross Gold Corporation (3)

4,844,223

9.37%

 

(1)

Of these shares, 4,895,000 are common shares and 1,830,000 are stock purchase warrants owned by Pacific Opportunity Capital, a private company controlled by Mark T. Brown; and 650,000 represent share purchase options.

(2)

Of these shares, 1,400,000 are stock purchase warrants.

(3)

Of these shares, 1,066,666 are stock purchase warrants. The Company has granted Kinross the right to maintain its percentage ownership through its participation in any future financings.


Based upon 50,640,444 shares outstanding as of March 31, 2014, share purchase warrants and Stock options held by each beneficial holder exercisable within sixty days as detailed in Table No. 13, “Stock Options Outstanding” below.


No shareholders of the Company have different voting rights from any other shareholder.


RELATED PARTY TRANSACTIONS


During Fiscal 2013 ended September 30, 2013, the Company paid $52,469 (fiscal year ended September 30, 2012 - $50,027; eleven months ended September 30, 2011 - $45,100) to Almaden Mineral Ltd. for rent, insurance, office facilities and office expenses.


During Fiscal 2013, the Company paid Pacific Opportunity Capital, a private company with Mark T. Brown as an officer in common, $113,720 (fiscal 2012 - $159,556; eleven months ended September 30, 2011 - $96,950) for management, accounting, and marketing costs.


During Fiscal 2013, the Company paid $39,900 (fiscal 2012 - $147,131; eleven months ended September 30, 2011 - $100,581) to Marc G. Blythe, President and CEO, for management services. Mr. Blythe became an employee of the Company effective January 1, 2013.


Item 8.  Financial Information


The financial statements as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report.  The auditors’ report of Davidson & Company LLP, Chartered Accountants, is included herein immediately preceding the financial statements and schedules.



 

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Change to International Financial Reporting Standards ("IFRS")


In February 2008, the Canadian Institute of Chartered Accountants ("CICA") announced that Canadian GAAP for publicly accountable enterprises will be replaced by International Financial Reporting Standards (“IFRS”) for fiscal years beginning on or after January 1, 2011. Companies were required to provide IFRS comparative information for the previous fiscal year. For the Company the transition date to IFRS was November 1, 2011 and this required the restatement for comparative purposes of amount reported by the Company for the year ended October 31, 2011.


Current Legal Proceedings


On October 22, 2012, White River First Nation (“WRFN”), one of two First Nations which assert traditional territory in the area which includes the Company’s White River property, filed a petition in the Supreme Court of Yukon. The petition challenges Yukon Government’s decision to approve the proposed Class 3 exploration activities of the Company on the White River property, primarily on the basis of inadequate consultation by Yukon Government. The Company is named as a Respondent in the petition, however all relief requested by WRFN is from Yukon Government. The Company believes it has behaved appropriately, responsibly and in accordance with all legal and regulatory requirements in its dealings with both First Nations regarding the White River property. On July 5, 2013, Justice Vale of the Supreme Court of Yukon supported the WFRN which indicates to the Company that there is work to be done between the Yukon government and the WFRN with respect to defining a mutually acceptable consultation process. There were no adverse findings or fault against the Company. The Company is hopeful that such effort will begin immediately and that it will lead to a near-term solution that will provide a reasonable level of confidence to the Company.


Except for the proceeding discussed above, the Company knows of no material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any other material proceeding or pending litigation.  The Company knows of no other active or pending proceedings against anyone that might materially adversely affect an interest of the Company.


Dividends


The Company has not declared any dividends on its common shares since inceptions and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.


Item 9.  Offer and Listing of Securities


As of September 30, 2013, the end of the Company's most recent fiscal year, the authorized capital of the Company consisted of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value.  There were 43,137,111 Common Shares and no Preferred Shares issued and outstanding as of September 30, 2013 and 50,640,444 Common Shares and no Preferred Shares issued and outstanding as of March 31, 2014.



 

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NATURE OF TRADING MARKET


The Company's common shares trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada under the stock symbol is “TCC”. The CUSIP number is 876493 10 7. The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates.


Table No. 11 lists the volume of trading and high, low and closing sale prices on the TSX Venture Exchange for the Company's common shares for:


·

each of the last six months ending March 31, 2014;


·

each of the last twelve fiscal quarters ending the three months ended December 31, 2013; and


·

each of the last five fiscal periods ending September 30, 2013.


The Company commenced trading under the name “Tarsis Capital Corp.” on March 1, 2006. From April 30, 2007 until July 30, 2007, the Company’s shares were suspended from trading by the TSX Venture Exchange for review, approval and completion of the Company’s Qualifying Transaction as per exchange Capital Pool Company regulations.


Table No. 11

TSX Venture Exchange

Common Shares Trading Activity


 

- Sales-

 

Canadian Dollars

Period

High

Low

Close

 

 

 

 

March 2014

$ 0.11

$ 0.08

$ 0.08

February 2014

0.10

0.08

0.09

January 2014

0.10

0.07

0.10

December 2013

0.10

0.07

0.09

November 2013

0.10

0.07

0.09

October 2013

0.12

0.06

0.09

 

 

 

 

Three Months Ended March 31, 2014

$ 0.11

$ 0.07

$ 0.08

Three Months Ended December 31, 2013

0.12

0.06

0.09

Three Months Ended September 30, 2013

0.13

0.06

0.07

Three Months Ended June 30, 2013  

0.15

0.05

0.06

 

 

 

 

Three Months Ended March 31, 2013

$ 0.16

$ 0.08

$ 0.10

Three Months Ended December 31, 2012

0.16

0.12

0.15

Three Months Ended September 30, 2012

0.24

0.11

0.13

Three Months Ended June 30, 2012

0.26

0.21

0.21

 

 

 

 

Three Months Ended March 31, 2012

$ 0.38

 $ 0.21

$ 0.22

Three Months Ended December 30, 2011

0.34

0.18

0.21

Three Months Ended September 30, 2011

0.74

0.25

0.33

Two Months Ended June 30, 2011

0.75

0.44

0.52

 

 

 

 

Fiscal Year Ended September 30, 2013

$ 0.16

$ 0.05

$ 0.09

Fiscal Year Ended September 30, 2012

0.38

0.11

0.13

Eleven Months Ended September 30, 2011

0.95

0.25

0.33

Fiscal Year Ended October 31, 2010

0.71

0.13

0.42

Fiscal Year Ended October 31, 2009

0.30

0.05

0.25



 

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Table No. 12 lists, as of March 31, 2014, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.


Table No. 12

Share Purchase Warrants Outstanding


Number of Share Purchase Warrants Outstanding


Exercise Price/share


Expiration Date

 

 

 

6,870,000

$ 0.25

October 3, 2015

4,836,666

0.15

December 16, 2016

2,666,667

0.15

March 17, 2017

Total       14,373,333

 

 


Table No. 12a lists, as of March 31, 2014, finder’s share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.


Table No. 12a

Finder’s Share Purchase Warrants Outstanding


Number of Share Purchase Warrants Outstanding


Exercise Price/share


Expiration Date

 

 

 

471,500

$ 0.15

October 3, 2015


American Depository Receipts .  Not applicable.

Other Securities to be Registered . Not applicable


The TSX Venture Exchange


The Company's common stock is currently listed and trading on the TSX Venture Exchange (“TSX-V”).


The TSX-V was created through the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange.  The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999. On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange. The TSX-V currently operates as a complementary but independent exchange from its parent.


The initial roster of the TSX-V was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges. The TSX-V is a venture market as compared to the TSX Exchange which is Canada’s senior market and the Montreal Exchange which is Canada’s market for derivatives products.



 

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The TSX-V is a self-regulating organization owned and operated by the TMX Group.  It is governed by representatives of its member firms and the public.


The TMX Group acts as a business link between TSX Venture Exchange members, listed companies and investors.  TSX-V policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established. Listings are predominately small and medium sized companies.


Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Investment Industry Regulatory Organization of Canada ("IIROC"). IIROC is a not-for-profit, independent Canadian self-regulatory organization that, among other things, oversees trading in exchanges and marketplaces.


IIROC administers, oversees and enforces the Universal Market Integrity Rules (“UMIR”). To ensure compliance with UMIR, IIROC monitors real-time trading operations and market-related activities of marketplaces and participants, and also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.


Investors in Canada are protected by the Canadian Investor Protection Fund (“CIPF”). The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following Self-Regulatory Organizations: the TSX Venture Exchange, the Montreal Exchange, the TSX, the Toronto Futures Exchange and the IIROC.


Item 10.  Additional Information


Share Capital


The Company has financed its operations through the issuance of common shares through private placements, the exercise of warrants issued in the private placements, and the exercise of stock options. The changes in the Company’s share capital during the last 3 fiscal years are as follows:


During Fiscal 2014 through March 31, 2014 the Company issued 7,503,333 common shares:


·

2,666,667 common shares were issued pursuant to a private placement of units at a price of $0.075 per unit. Each unit consisted of one common share and one non-transferable common share purchase warrant, with each warrant exercisable into one additional common share at a price of $0.15 until March 17, 2017.

·

4,836,666 common shares were issued pursuant to a private placement of units at a price of $0.075 per unit. Each unit consisted of one common share and one non-transferable common share purchase warrant, with each warrant exercisable into one additional common share at a price of $0.15 until December 16, 2016.



 

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During Fiscal 2013 ended September 30, 2013, the Company issued 10,870,000 common shares:


·

6,870,000 common shares were issued pursuant to a private placement of units at a price of $0.15 per unit. Each unit consisted of one common share and one non-transferable common stock purchase warrant, with each warrant exercisable into one additional common share at a price of $0.25 until October 3, 2015. The Company also issued 471,500 finder’s warrants in relation to the placement, with each finder’s warrant exercisable into a common share at a price of $0.15 until October 3, 2015.

·

4,000,000 common shares were issued to Almaden Minerals Ltd. at a price of $0.055 per share in consideration of the property acquisition of 7 mineral exploration projects from Almaden.


During Fiscal 2012 ended September 30, 2012, the Company issued 4,839,375 common shares:


·

4,800,000 common shares were issued pursuant to a private placement of units at a price of $0.25 per unit. Each unit consisted of one common share and one-half of a non-transferrable common stock purchase warrant, with each full warrant exercisable into one additional common share at a price of $0.40 until August 10, 2013. In connection with the private placement, the company also issued finder’s warrants, which allowed the holders to purchase up to 105,000 units at a price of $0.25 per unit until August 10, 2013.

·

39,375 common shares were issued pursuant to the exercise of finder’s warrants at a price of $0.25 per warrant.


During the eleven month period ended September 30, 2011, the Company issued 4,050,766 common shares:


·

2,710,891 common shares were issued pursuant to a private placement at $0.60 per share.

·

1,150,000 common shares were issued pursuant to the exercise of common stock purchase warrants.

·

89,875 common shares were issued pursuant to the exercise of finder’s warrants.

·

100,000 common shares were issued pursuant to the exercise of options.


Shares Issued for Assets Other Than Cash


During Fiscal 2013, 4,000,000 common shares were issued to Almaden Minerals Ltd. at a price of $0.055 per share in consideration of the property acquisition of 7 mineral exploration projects from Almaden.


During Fiscal 2009, the Company issued 10,000 common shares at a price of $0.235 per share to Strategic Metals Ltd. as consideration for a 100% in two mineral properties in the Yukon.


During Fiscal 2008, the Company issued 100,000 common shares at a price of $0.40 share to Almaden Minerals Ltd. as consideration for a 100% interest in the Prospector Mountain property. An additional 500,000 common shares were issued to Almaden as per the fiscal 2007 acquisition agreement as the Company optioned one of the properties acquired from Almaden to a third-party.


During Fiscal 2007, the Company issued 3,500,000 common shares at a price of $0.40 share to Almaden as consideration for the acquisition of a 100% (subject to a 2% NSR) in 7 properties from Almaden.


Shares Held By Company


-No Disclosure Necessary-



 

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Stock Options


Stock Options to purchase securities from Registrant can be granted to Directors and Employees of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange.


The Company has a Rolling Stock Option Plan (the "Plan") which is required to be approved by shareholders annually. The Plan was first approved at the Annual General and Special Meeting of Shareholders held on December 31, 2005 and re-approved at each of the Annual and Special meetings held thereafter. There have been no changes to the Stock Option Plan since it was adopted by the Directors and approved in 2005. The Plan was re-approved at the Company's most recent Annual General Meeting held on February 28, 2014.


Under the Plan, stock options may be issued to qualified Officers, Directors, Employees and Consultants. The number of common shares reserved for issuance under the Plan is 10% of the currently issued common shares of the Company. The Board shall not grant options to any one person in any 12 month period which will, when exercised, exceed 5% of the issued and outstanding shares of the Company or to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding shares of the Company. Upon expiry of an option, or in the even an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Plan. If the option holder ceases to be a director of the Company or ceases to be employed by the Company, other than by reason of death, or ceases to be a consultant of the Company as the case may be, then the option granted shall expire no later than the 90 th day following the date that the option holder ceases to be a director, ceases to be employed by the Company or ceases to be a consultant of the Company, subject to the terms and conditions set out in the Plan.


The exercise price of the option under the Plan may not be less than the closing price of the common shares on the TSX Venture Exchange on the day immediately preceding the date of grant, less the applicable discount allowed by the policies on the TSX Venture Exchange. An option granted under the Plan must be exercised within a period of five years from granting. Within this five year period, the Company's Board of Directors may determine the limitation period during which an option may be exercised and whether a particular grant will have a minimum vesting period. Any agreement to decrease the option price of options previously granted to insiders will require the approval of "disinterested shareholders", which is defined as approval by a majority of the votes cast at the Meeting other than votes attaching to shares of the Company beneficially owned by insiders of the Company to whom options may be granted under the Plan, and associates of such persons.


A complete copy of the Company’s Stock Option Plan as approved by shareholders at the Annual General Meeting held on February 28, 2014 has been included as an exhibit to this Form 20-F Registration Statement.


The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 13 as of March 31, 2014, as well as the number of options granted to Directors and all employees as a group.



 

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Table No. 13

Stock Options Outstanding





Name



Number of

Options

Number of

Options

Currently

Vested


CDN$

Exercise

Price



Expiration

Date

 

 

 

 

 

Marc Blythe

President and CEO

100,000

200,000

450,000

100,000

200,000

450,000

$  0.59

0.26

0.10

October 1, 2015

May 7, 2017

February 25, 2019

 

 

 

 

 

Mark T. Brown,

Chief Financial Officer

& Corporate Secretary

75,000

125,000

450,000

75,000

125,000

450,000

$  0.59

0.26

0.10

October 1, 2015

May 7, 2017

February 25, 2019

 

 

 

 

 

Adrian Fleming,

Director

100,000

50,000

50,000

200,000

100,000

50,000

50,000

200,000

$ 0.20

0.59

0.26

0.10

June 23, 2015

October 1, 2015

May 7, 2017

February 25, 2019

 

 

 

 

 

Craig Lindsay,

Director

50,000

50,000

200,000

50,000

50,000

200,000

$  0.59

0.26

0.10

October 1, 2015

May 7, 2017

February 25, 2019

 

 

 

 

 

Jason Weber,

Director

200,000

200,000

0.10

February 25, 2019

 

 

 

 

 

Employees/Consultants

100,000

590,000

425,000

210,000

630,000

210,000

590,000

425,000

210,000

630,000

$  0.30

0.59

0.61

0.26

0.10

October 5, 2014

October 1, 2015

May 4, 2016

May 7, 2017

February 25, 2019

 

 

 

 

 

Total Officers and Directors

2,300,000

2,300,000

 

 

 

 

 

 

 

Total Employees/

Consultants

   

1,955,000


1,955,000

 

 

 

 

 

 

 

Total Officers/Directors/

Employees and Consultants


4,255,000


4,255,000

 

 


Resolutions/Authorization/Approvals


-No Disclosure Necessary-



 

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Memorandum and Articles of Association


The Company was originally incorporated on October 21, 2005 under the provisions of the Business Corporations Act (Alberta) under the name “Tarsis Capital Corp.”. The Company's articles were restated on December 20, 2005 in order to remove the restrictions on transfer of shares. The Company was continued into British Columbia under the Business Corporations Act (B.C.) (the "Act") on June 2, 2008, and changed its name to "Tarsis Resources Ltd." on June 17, 2009.


There are no restrictions on the business the company may carry on in the Articles of Incorporation.


Under the Company’s articles and bylaws any director or senior officer that has a disclosable interest in a contract or transaction shall be liable to account to the Company for any profits that accrue to the director or senior officer under or as a result of the contract or transaction unless disclosure is made thereof and the contract or transaction is approved in accordance with the provisions of the Act. A director is not allowed to vote on any transaction or contract with the Company in which he has a disclosable interest unless all directors have a disclosable interest in that transaction or contract, in which case all of those directors may vote on such resolution. A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Act.


Part 14 of the Company’s bylaws address the duties of the directors, while Part 8 discusses the Borrowing Powers. The Company may, if authorized by the directors, may:


a)

borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors think fit;


b)

issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person;


c)

guarantee the repayment of money by any other person or the performance of any obligation of any other person;


d)

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the undertaking, property and assets of the Company, both present and future.


Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors and otherwise, and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.


There are no age limit requirements pertaining to the retirement or non-retirement of directors and a director need not be a shareholder of the Company. At each annual general meeting of the Company, all the directors shall retire and the shareholders shall elect a Board of Directors consisting of the number of directors for the time being set pursuant the Company's Articles. A retiring director shall be eligible for re-election.



 

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The remuneration of the directors may from time to time be determined by the directors or, if the directors shall so decide, by the shareholders. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a director. Directors shall be paid such reasonable travelling, hotel and other expenses as they incur in and about the business of the Company and if any director shall perform any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specially occupied in or about the Company's business, he may be paid a remuneration to be fixed by the Board or, at the option of such director, by the Company in general meeting, and such remuneration my be either in addition to or in substitution for any other remuneration that he may be entitled to receive.


Subject to the Act, a director may hold any office or place of profit with the Company, other than the office of auditor with the Company, in conjunction with his office of director for such period and such terms as the directors may determine. No director or intended director shall be disqualified by his office from contracting with the Company. Subject to compliance with the Act, a director or his firm may act in a professional capacity for the Company, other than as auditor, and he or his firm shall be entitled to remuneration for professional services as if he were not a director.


Part 19 deals with indemnification and payment of expenses of directors and officers. Subject to the provisions of the Act, the directors shall cause the Company to indemnify and pay all eligible penalties and expenses of an eligible party and, where appropriate, the heirs and personal or other legal representatives of an eligible party in accordance with the provisions of the Act. Each director, alternate director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in Article 19.1. The failure of a director, alternate director, or officer of the Company to comply with the provisions of the Act or these Articles shall not invalidate any indemnity to which he is entitled under this Part. The directors may cause the Company to purchase and maintain insurance for the benefit of eligible parties.


The majority required for the passage of a special resolution or a special separate resolution shall be 2/3 of the votes cast on the resolution.


The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:


The authorized share structure of the Company consists of an unlimited number of common shares without par value and an unlimited number of Preferred Shares without par value.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Directors may from time to time declare and authorize payment of such dividends, if any, as they deem advisable and need not give notice of such declaration to any shareholder. Dividends are subject to the rights, if any, of shareholders holding shares with special rights as to dividends. No dividend shall be paid otherwise than out of funds and/or assets properly available for the payment of dividends and a declaration by the directors as the amount of such funds or assets available for dividends shall be conclusive.


The Company may by resolution of its directors make any changes to the authorized share structure as may be permitted under Section 54 of the Act, or in its name as may be permitted under Section 263 of the Act, and may by resolution of its directors make or authorize the making of any alterations to these Articles and the notice of articles as may be required by such changes. The Company may by ordinary resolution create or vary special rights and restrictions as provided in Section 58 of the Act. No alteration, as provided in Article 6.2, will be valid as to any part of the issued shares of any class unless the holders of all the issued shares of that class consent to the alteration in writing or consent by special separate resolution. The Company may alter its Articles by resolution of its directors and, if required by such alteration, may by resolution of its directors alter the Notice of Articles.



 

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Subject to the provisions of the Act, the Company or the Directors on behalf of the Company, may pay a reasonable commission or allow a reasonable discount to any person in consideration of his purchasing or agreeing to purchase, whether absolutely or conditionally, any shares, debentures, share rights, warrants or debenture stock in the Company, or procuring or agreeing to procure purchasers, whether absolutely or conditionally, for any such shares, debentures, share rights, warrants or debenture stock. The Company may also pay such brokerage as may be lawful.


An annual general meeting shall be held once every calendar year at such time (not being more than 15 months after the annual reference date for the preceding calendar year) and place as may be determined by the Directors. The Directors may, as they see fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Act.


There are no limitations upon the rights to own securities.


There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.


There is no special ownership threshold above which an ownership position must be disclosed.


A copy of the Company’s Articles has been filed as an exhibit to this 20-F Registration Statement.


Material Contracts


1.

Under an agreement dated July 16, 2007 between the Company, Almaden Minerals Ltd., and Minera Gavilan, S.A. de C.V., the Company agreed to acquire a 100% interest in a group of 6 properties (MOR, Cabin Lake, Caribou Creek, Meister River, Tim and Goz Creek) located in Yukon, Canada, and Minera Gavilan, the holder of the Erika Property in Mexico. Consideration for the acquisition was 3,500,000 common shares of the Company at a price of $0.40 per share, plus acquisition costs of $115,945. The Company also granted Almaden a 2% NSR on all mineral products discovered on the Mineral Properties. Further, the Company agreed to issue an additional 500,000 common shares if Tarsis enters an agreement with an arms-length third party (the "Optionee") wherein the optinee can earn an interest in any of the properties acquired from Almaden (except the MOR Property) by expending a minimum of $500,000 on exploration to earn its interest; and if optionee has incurred exploration expenditures of $200,000 prior to July 16, 2009; and there is a further commitment to expend a minimum of $100,000 on a work program on the property. A copy of this agreement has been filed as an exhibit to this Registration Statement.


2.

Under an agreement dated May 30, 2008 between, the Company, Almaden Minerals Ltd., and Republic Resources Ltd., the Company agreed to acquire a 100% interest in the Prospector Mountain property in the Yukon from Almaden and Republic for the issuance of 100,000 common shares of the Company and the cash payment of $30,000. Almaden will also retain a 2% NSR over any minerals produced from the property. Tarsis may purchase 1/2 of the NSR at any time after production commences for fair value as determined by an independent valuator. Tarsis also agreed to issue Almaden an additional 500,000 common shares upon receipt of a positive bankable feasibility study for the property. A copy of this agreement has been filed as an exhibit to this Registration Statement.



 

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3.

Under a sale and purchase agreement between the Company and Almaden Minerals Ltd. dated June 10, 2013, the Company agreed to acquire seven mineral exploration properties from Almaden in exchange for 4,000,000 common shares of the Company. A copy of this agreement has been filed as an exhibit to this Registration Statement.


4.

Under a Financial and Administrative Services agreement between the Company and Pacific Opportunity Capital Ltd. dated July 25, 2007, Pacific Opportunity Capital agrees to provide administrative and financial services to the Company. A copy of this agreement has been filed as an exhibit to this Registration Statement.


5.

Under an executive employment contract effective January 1, 2013 between the Company and Marc Blythe, Mr. Blythe agreed to serve as President and Chief Executive Officer of the Company. Mr. Blythe’s annual base salary will be $175,000 with an indefinite term unless terminated in accordance with the provisions of the agreement.  A copy of this agreement has been filed as an exhibit to this Registration Statement.


EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS


Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company's securities, except as discussed in ITEM 10, ”Taxation" below.


Restrictions on Share Ownership by Non-Canadians:  There are no limitations under the laws of Canada or in the organizing documents of Tarsis on the right of foreigners to hold or vote securities of Tarsis, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.


TAXATION


The following summary of the material Canadian federal income tax consequences are stated in general terms and are not intended to be advice to any particular shareholder. Each prospective investor is urged to consult his or her own tax advisor regarding the tax consequences of his or her purchase, ownership and disposition of shares of Common Stock. The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances.  


This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm’s length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada.  Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.



 

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This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or “ITA”)and the Canada-United States Tax Convention (the “Tax Convention”) as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency.  This summary does not take into account provincial income tax consequences.


Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.


CANADIAN INCOME TAX CONSEQUENCES


Disposition of Common Stock


The summary below is restricted to the case of a holder (a “Holder”) of one or more common shares (“Common Shares”) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arm’s length with the Company.


Dividends


A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.


Disposition of Common Shares


A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted “taxable Canadian property” as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arm’s length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.


A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.



 

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A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (“taxable capital gain”) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (“allowable capital loss”) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.


UNITED STATES FEDERAL INCOME TAX CONSEQUENCES


The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.


The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“the Code”), Treasury Regulations, published Internal Revenue Service (“IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time.  In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.


U.S. Holders


As used herein, a (“U.S. Holder”) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services.


This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.



 

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Distribution on Common Shares of the Company


U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holder’s United States Federal taxable income by those individuals who itemize deductions.  (See more detailed discussion at “Foreign Tax Credit” below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.


In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.


Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.  A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company.  The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.


Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.


Foreign Tax Credit


For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.



 

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A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax.  This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process.  In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.


Disposition of Common Shares of the Company


A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company.  Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.


Other Considerations


In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.



 

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Foreign Personal Holding Company


If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Company’s gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a “foreign personal holding company.”  In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.


The Company does not believe that it currently has the status of a “foreign personal holding company”. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.


Foreign Investment Company


If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.


Passive Foreign Investment Company


As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the percentage of the Company’s income which is passive, or the percentage of the Company’s assets which is held for the purpose of producing passive income.


The rule governing PFICs can have significant tax effects on U.S. shareholders of foreign corporations who are subject to U.S. Federal income taxation under alternative methods at the election of each such U.S. shareholder.  As a PFIC, each U.S. shareholder’s income or gain, with respect to a disposition or deemed disposition of the PFIC’s shares or a distribution payable on such shares will generally be subject to tax at the highest marginal rates applicable to ordinary income and certain interest charges, unless the U.S. shareholder has timely made a “qualified electing fund” election or a “mark-to-market” election for those shares.



 

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A U.S. shareholder who elects to treat the PFIC as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be required to currently include in his income, for any taxable year in which the corporation qualifies as a PFIC, his pro-rata share of the corporation's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder, and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which (or with which) the corporation’s taxable year ends, regardless of whether such amounts are actually distributed. A QEF election also allows the Electing U.S. Holder to generally treat any gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his common shares) as capital gain; treat his share of the corporation's net capital gain, if any, as long-term capital gain instead of ordinary income, and either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the corporation's annual realized net capital gain and ordinary earnings.


The procedure a U.S. Holder must comply with in making a timely QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which the corporation is a PFIC. If the U.S. shareholder makes a QEF election in such first year, then the U.S. shareholder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files a tax return for such first year. If, however, the corporation qualified as a PFIC in a prior year during the U.S. shareholder’s holding period, then the U.S. shareholder may make a retroactive QEF election, provided he has preserved his right to do so under the protective statement regime or he obtains IRS permission.


If a U.S. shareholder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to gains realized on the disposition (or deemed to be realized by reason of a pledge) of his common shares, and certain "excess distributions" by the corporation. An excess distribution is a current year distribution received by the U.S. shareholder on PFIC stock to the extent that the distribution exceeds its ratable portion of 125% of the average amount received by the U.S. shareholder during the preceding three years.


A Non-electing U.S. shareholder generally would be required to pro-rate all gains realized on the disposition of his common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable year of the corporation during such U.S. Holder's holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest marginal tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing non-corporate U.S. shareholder must treat this interest charge as "personal interest" which is wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.


If a corporation is a PFIC for any taxable year during which a Non-electing U.S. shareholder holds common shares, then the corporation will continue to be treated as a PFIC with respect to such common shares, even if it is no longer by definition a PFIC. A Non-electing U.S. shareholder may terminate this deemed PFIC status by electing to recognize a gain, which will be taxed under the rules for Non-Electing U.S. Holders, as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC. If the corporation no longer qualifies as a PFIC in a subsequent year, then normal Code rules and not the PFIC rules will apply with respect to a U.S. shareholder who has made a QEF election.



 

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In certain circumstances, a U.S. Holder of stock in a PFIC can make a “qualified electing fund election” to mitigate some of the adverse tax consequences of holding stock in a PFIC by including in income its share of the corporation’s income on a current basis. However, we do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.  


Controlled Foreign Corporation


A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporation’s tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code.  This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts.


In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was “controlled”) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.


The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holder’s federal income tax liability.


Filing of Information Returns .  Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.



 

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Statement by Experts


The Company’s auditors for its financial statements as at September 30, 2012, 2011, and November 1, 2010 was Davidson & Company LLP, Chartered Accountants. Their auditors’ report is included with the related financial statements and their consent has been filed as an exhibit to this Registration Statement.


Documents on Display


All documents incorporated in this 20-F Registration Statement may be viewed at the Company’s Executive Office located at 1103 - 750 West Pender Street, Vancouver, British Columbia, Canada.


Item 11.  Disclosures about Market Risk


The Company competes with other resource companies for exploration properties and possible joint venture agreements.  There is a risk that this competition could increase the difficulty of concluding a negotiation on terms that the Company considers acceptable.


The Company owns available-for-sale marketable securities of other companies in the mineral resource sector. The price of these securities may be affected by many factors, including the pricing and demand of  commodities, and the activities and success of the invested company. Management mitigates the risk by monitoring the trading value of the securities on a regular basis.


The Company has mineral exploration properties located in Mexico which makes its operations subject to foreign currency risk. However, the risk is minimal, as a 10% change in the Mexican Peso/Canadian Dollar exchange rate changes the Company's results of operations by approximately $593.


Item 12.  Description of Other Securities


Not Applicable



Part II


Item 13.  Defaults, Dividend Arrearages and Delinquencies


Not Applicable


Item 14.  Modifications of Rights of Securities Holders and Use of Proceeds


Not Applicable


Item 15.  Controls and Procedures


Not Applicable


Item 16.  Reserved



 

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Item 16A.  Audit Committee Financial Expert


Not Applicable


Item 16B.  Code of Ethics


Not Applicable


Item 16C.  Principal Accountant Fees and Services


Not Applicable


Item 16D.  Exemptions from Listing Standards for Audit Committees


Not Applicable


Item 16E.  Purchase of Equity Securities by the Issuer and Affiliated Purchasers


Not Applicable


Item 16F.  Change in Registrant’s Certifying Accountant


Not Applicable


Item 16G.  Corporate Governance


Not Applicable


Item 16H.  Mine Safety Disclosure


Not Applicable



Part III


Item 17.  Financial Statements


Not applicable


Item 18.  Financial Statements


The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards.


The financial statements as required under ITEM #18 are attached hereto and found immediately following the text of this Registration Statement.  The auditors’ report of Davidson & Company LLP, Chartered Accountant, is included herein immediately preceding the financial statements.



 

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Item 19.  Exhibits


(A1)  The financial statements thereto as required under ITEM #18 are attached hereto and found immediately following the text of this Registration Statement.  The auditors’ report of Davidson & Company LLP, Chartered Accountants, for the audited financial statements is included herein immediately preceding the audited financial statements.


Audited Financial Statements


Independent Auditors’ Report of Davidson & Company LLP, dated December 19, 2013.


Consolidated Statements of Financial Position at September 30, 2013 and 2012.


Consolidated Statements of Comprehensive Loss for the years ended September 30, 2013, September 30, 2012, and the eleven month period ended September 30, 2011.


Consolidated Statements of Cash Flows for the years ended September 30, 2013, September 30, 2012 and he eleven month period ended September 30, 2011.


Consolidated Statement of Changes in Shareholders' Equity for the years ended September 30, 2013, September 30, 2012, and the eleven month period ended September 30, 2011.


Notes to Financial Statements


Unaudited Financial Statements


Consolidated Statements of Financial Position at December 31, 2013 and September 30, 2013.


Consolidated Statements of Comprehensive Loss for the periods ended December 31, 2013 and December 31, 2012.


Consolidated Statements of Cash Flows for the periods ended December 31, 2013 and December 31, 2012.


Consolidated Statement of Changes in Shareholders' Equity for the periods ended December 31, 2013 and December 31, 2012.


Notes to Financial Statements


(B)  Index to Exhibits:

                                             

1.

Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws:

a)

Certificate of Incorporation Amendment dated December 20, 2005

b)

Articles and Bylaws (Alberta)

c)

Certificate of Continuance (British Columbia) dated June 2, 2008

d)

Notice of Articles dated December 2, 2008

e)

Certificate of Name Change dated June 17, 2009

f)

Articles and Bylaws effective June 17, 2009

g)

Notice of Articles dated June 23, 2010



 

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2.

Instruments defining the rights of holders of the securities being registered

***See Exhibit Number 1***

        

3.

Voting Trust Agreements - N/A


4.

Material Contracts

a)

Agreement between the Company, Almaden Minerals and Minera Gavilan, S.A. de C.V. for the acquisition of the MOR, Cabin Lake, Caribou Creek, Meister River, Tim, Goz Creek and Erika properties dated July 16, 2007.

b)

Agreement between the Company, Almaden Minerals Ltd and Republic Resources Ltd. for the acquisition of the Prospector Mountain property dated May 30, 2008.

c)

Sale and purchase agreement between the Company and Almaden Minerals Ltd. dated June 10, 2013.

d)

Financial and administrative services agreement between the Company and Pacific Opportunity Capital Ltd. dated July 25, 2007.

e)

Executive employment contact effective January 1, 2013 between the Company and Marc Blythe.


5.

List of Foreign Patents - N/A

6.

Calculation of earnings per share - N/A

7.

Explanation of calculation of ratios - N/A

8.

List of Subsidiaries

9.

Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A

10.

Other Documents

a)

Consent of Davidson & Company LLP, Chartered Accountants, dated April 15, 2014.

b)

Copy of Stock Option Plan

c)

Copy of Management Information Circular for the Annual General Meeting of Shareholders dated January 24, 2014.

d)

Form of Proxy for the Annual General Meeting of Shareholders held on February 28, 2014.

e)

Notification of Change of Fiscal Year End dated May 19, 2011.



 

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[TARSIS_20FREGISTRATION009.JPG]


TARSIS RESOURCES LTD.


Consolidated Financial Statements


For the years ended September 30, 2013 and 2012 and eleven months ended September 30, 2011







750 West Pender Street, Suite 1103, Vancouver B.C. V6C 2T8, Canada, TSXV: TCC; Tel: 604-689-7644



 

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[TARSIS_20FREGISTRATION010.JPG]


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Shareholders and Directors of

Tarsis Resources Ltd.



We have audited the accompanying consolidated financial statements of Tarsis Resources Ltd., which comprise the consolidated statements of financial position as of September 30, 2013 and 2012, and the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for the years ended September 30, 2013, September 30, 2012, and the eleven month period ended September 30, 2011 and a summary of significant accounting policies and other explanatory information.


Management’s Responsibility for the Consolidated Financial Statements


Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.


Auditors’ Responsibility


Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.


An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.  The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.


We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.


Opinion


In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Tarsis Resources Ltd. as at September 30, 2013 and 2012 and its financial performance and its cash flows for the years ended September 30, 2013, September 30, 2012 and the eleven month period ended September 30, 2011 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.



 

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Emphasis of Matter


Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that Tarsis Resources Ltd. has suffered recurring losses from operations and has a net capital deficiency.  These matters, along with the other matters set forth in Note 1, indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



“DAVIDSON & COMPANY LLP”


Vancouver, Canada

Chartered Accountants

 

 

December 19, 2013

 




[TARSIS_20FREGISTRATION011.JPG]



 

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TARSIS RESOURCES LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Presented in Canadian Dollars)


 

 

September 30,

2013

 

September 30,

2012

 

 

 

 

 

Assets

 

 

 

 

Non-current assets

 

 

 

 

Equipment (Note 5)

$

4,264

$

3,273

Exploration and evaluation assets (Note 6)

 

7,203,482

 

7,268,231

 

 

7,207,746

 

7,271,504

 

 

 

 

 

Current assets

 

 

 

 

Prepaid expenses

 

12,451

 

22,741

Receivables

 

5,561

 

18,348

Marketable securities (Note 4)

 

1,250

 

11,250

Cash

 

21,044

 

1,050,662

 

 

40,306

 

1,103,001

Total assets

$

7,248,052

$

8,374,505

 

 

 

 

 

Shareholders’ equity

 

 

 

 

Share capital (Note 7)

$

10,751,788

$

10,727,568

Reserves (Note 7 and 8)

 

1,923,136

 

1,749,659

Deficit

 

(6,052,555)

 

(4,735,897)

 

 

6,622,369

 

7,741,330

Non-current liabilities

 

 

 

 

Deferred income tax liability (Note 12)

 

497,000

 

460,000

 

 

497,000

 

460,000

Current liabilities

 

 

 

 

Due to related parties (Note 9)

 

47,608

 

81,394

Accounts payable and accrued liabilities

 

81,075

 

91,781

 

 

128,683

 

173,175

 

 

 

 

 

Total shareholders’ equity and liabilities

$

7,248,052

$

8,374,505


Nature of operations and going concern (Note 1)

Events after the reporting period (Note 15)


These consolidated financial statements are authorized for issue by the Board of Directors on December 19, 2013.


On behalf of the Board of Directors:

Director “Marc G. Blythe

Director “Craig Lindsay”        


See accompanying notes to the consolidated financial statements



 

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TARSIS RESOURCES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Presented in Canadian Dollars)


 

 

Year ended

September 30, 2013

 

Year ended

September 30, 2012

 

Eleven months ended

September 30, 2011

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

Accounting and legal fees (Note 9)

$

150,752

$

186,670

$

161,146

Depreciation (Note 5)

 

1,731

 

1,402

 

825

Investor relations and shareholder information

 

87,936

 

130,112

 

128,328

Office facilities and administrative services (Note 9)

 

49,908

 

60,215

 

62,217

Office expenses

 

22,822

 

17,773

 

21,669

Property investigation expenses

 

32,507

 

129,375

 

38,060

Share-based payments

 

-

 

134,433

 

237,438

Transfer agent, listing and filing fees

 

19,844

 

21,206

 

40,472

Travel

 

38,415

 

71,829

 

54,965

Wages, benefits and consulting fees (Note 9)

 

174,754

 

147,131

 

101,225

 

 

(578,669)

 

(900,146)

 

(846,345)

 

 

 

 

 

 

 

Interest income

 

3,592

 

2,320

 

6,872

Other income

 

-

 

-

 

20,000

Gain on sale of marketable securities

 

-

 

27,450

 

33,771

Proceeds received in excess of exploration and evaluation

asset costs

 


-

 


10,000

 


88,746

Write-off of exploration and evaluation assets (Note 6)

 

(704,581)

 

-

 

(505,595)

Loss before income taxes

 

(1,279,658)

 

(860,376)

 

(1,202,551)

Deferred income tax expense (Note 12)

 

(37,000)

 

(460,000)

 

-

Net loss for the period

$

(1,316,658)

$

(1,320,376)

$

(1,202,551)

Other comprehensive income (loss)

 

 

 

 

 

 

Unrealized gain (loss) on available-for-sale securities

(Note 4)

 


(10,000)

 


(25,550)

 


40,888

Exchange difference arising on the translation of foreign

subsidiary

 


6,062

 


(1,322)

 


(17,578)

Total comprehensive loss for the period

$

(1,320,596)

$

(1,347,248)

$

(1,179,241)

Basic and diluted loss per common share

$

(0.03)

$

(0.04)

$

(0.05)

Weighted average number of common shares outstanding

 

39,814,892

 

30,522,167

 

25,804,595


See accompanying notes to the consolidated financial statements



 

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TARSIS RESOURCES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Presented in Canadian Dollars)


 

Share Capital

 

Reserves

 

 


Number of

shares



Amount


Share

Subscription

 

Equity settled

employee

benefits



Warrants


Finder’s

warrants


Available-for-

sale securities

Foreign

exchange

reserve



Deficit



Total equity

Balance, October 31, 2010

23,376,970

$   6,542,611

$                 -

 

$       788,643

$     517,493

$   169,945

$       (24,088)

$                -

$   (2,212,970)

$    5,781,634

Private placement (note 7(b)(i))

2,710,891

1,626,535

-

 

-

-

-

-

-

-

1,626,535

Share issue costs

-

(8,883)

-

 

-

-

-

-

-

-

(8,883)

Issued on warrants exercised (Note 7(b)(ii))

1,150,000

345,188

-

 

-

(57,688)

-

-

-

-

287,500

Issued on finder’s warrants exercised (Note 7(b)(ii))

89,875

32,235

-

 

-

-

(9,766)

-

-

-

22,469

Issued on stock options exercise (Note 7(b)(ii))

100,000

42,320

-

 

(17,320)

-

-

-

-

-

25,000

Share-based payments

-

-

-

 

237,438

-

-

-

-

-

237,438

Net loss

-

-

-

 

-

-

-

40,888

(17,578)

(1,202,551)

(1,179,241)

Balance, September 30, 2011

27,427,736

8,580,006

-

 

1,008,761

459,805

160,179

16,800

(17,578)

(3,415,521)

6,792,452

Private placement (Note 7(b)(iv))

4,800,000

1,200,000

-

 

-

-

-

-

-

-

1,200,000

Share subscriptions received (Note 7(b)(v))

-

-

1,003,500

 

-

-

-

-

-

-

1,003,500

Share issue costs

-

(63,836)

(6,184)

 

-

-

18,369

-

-

-

(51,651)

Issued on finder’s warrants exercised (Note 7(b)(iii))

39,375

14,082

-

 

-

-

(4,238)

-

-

-

9,844

Share-based payments

-

-

-

 

134,433

-

-

-

-

-

134,433

Net loss

-

-

-

 

-

-

-

(25,550)

(1,322)

(1,320,376)

(1,347,248)

Balance, September 30, 2012

32,267,111

9,730,252

997,316

 

1,143,194

459,805

174,310

(8,750)

(18,900)

(4,735,897)

7,741,330

Private placement (Note 7(b)(v))

6,870,000

893,100

(1,003,500)

 

-

137,400

-

-

-

-

27,000

Purchase of exploration and evaluation assets (Note 7(b)(vi))

4,000,000

220,000

-

 

-

-

-

-

-

-

220,000

Share issue costs

-

(91,564)

6,184

 

-

-

40,015

-

-

-

(45,365)

Net loss

-

-

-

 

-

-

-

-

6,062

(1,316,658)

(1,320,596)

Balance, September 30, 2013

43,137,111

$ 10,751,788

$                 -

 

$    1,143,194

$      597,205

$   214,325

$       (18,750)

$     (12,838)

$    (6,052,555)

$    6,622,369



See accompanying notes to the consolidated financial statements


 

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TARSIS RESOURCES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Presented in Canadian Dollars)


 

 

Year ended

September 30, 2013

 

Year ended

September 30, 2012

 

Eleven months ended

September 30, 2011

 

 

 

 

 

 

 

Cash flows from (used in) operating activities

 

 

 

 

 

 

Loss for the period

$

(1,316,658)

$

(1,320,376)

$

(1,202,551)

Items not affecting cash:

 

 

 

 

 

 

Depreciation

 

1,731

 

1,402

 

825

Share-based payments

 

-

 

134,433

 

237,438

Write-off of exploration and evaluation assets

 

704,581

 

-

 

505,595

Proceeds received in excess of exploration and evaluation

costs

 


-

 


-

 


(88,746)

Gain on sale of marketable securities

 

-

 

(27,450)

 

(33,771)

Other income

 

-

 

-

 

(20,000)

Deferred income tax expense

 

37,000

 

460,000

 

-

 

 

 

 

 

 

 

Changes in non-cash working capital items:

 

 

 

 

 

 

Receivables

 

12,787

 

25,516

 

45,793

Prepaid expenses

 

10,290

 

62,949

 

(60,730)

Accounts payable and accrued liabilities

 

(15,699)

 

(10,395)

 

37,250

Due to related parties

 

(33,786)

 

58,713

 

(3,329)

Net cash (used in) operating activities

 

(599,754)

 

(615,208)

 

(582,226)

 

 

 

 

 

 

 

Cash flows from (used in) investing activities

 

 

 

 

 

 

Purchase of equipment

 

(2,722)

 

-

 

(5,500)

Exploration and evaluation assets

 

(464,339)

 

(842,992)

 

(2,351,560)

Cash received from option agreements

 

49,500

 

50,000

 

50,000

Cash advances for mineral exploration

 

-

 

(9,543)

 

(16,017)

Cash received from sale of marketable securities

 

-

 

81,850

 

148,041

Net cash (used in) investing activities

 

(417,561)

 

(720,685)

 

(2,175,036)

 

 

 

 

 

 

 

Cash flows from (used in) financing activities

 

 

 

 

 

 

Share subscriptions received

 

-

 

1,003,500

 

-

Proceeds from issuance of common shares

 

27,000

 

1,200,000

 

1,626,535

Proceeds from exercise of warrants

 

-

 

-

 

287,500

Proceeds from exercise of finder’s warrants

 

-

 

9,844

 

22,469

Proceeds from exercise of stock options

 

-

 

-

 

25,000

Share issue costs

 

(45,365)

 

(51,651)

 

(8,883)

Net cash provided by (used in) financing activities

 

(18,365)

 

2,161,693

 

1,952,621

 

 

 

 

 

 

 

Exchange difference arising on the translation of foreign subsidiary

 


6,062

 


(1,322)

 


(17,578)

 

 

 

 

 

 

 

Change in cash for the period

 

(1,029,618)

 

824,478

 

(822,219)

 

 

 

 

 

 

 

Cash, beginning of the period

 

1,050,662

 

226,184

 

1,048,403

 

 

 

 

 

 

 

Cash, end of the period

$

21,044

$

1,050,662

$

226,184


Supplemental disclosure with respect to cash flows (Note 10)


See accompanying notes to the consolidated financial statements



 

- 91 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


1.

NATURE OF OPERATIONS AND GOING CONCERN


Tarsis Resources Ltd. (the “Company”) was incorporated in Alberta on October 21, 2005 under the Business Corporations Act of Alberta and its registered office is Suite 410, 325 Howe Street, Vancouver, BC, Canada, V6C 1Z7. The Company was classified as a Capital Pool Company as defined in the TSX Venture Exchange (“TSX-V”) Policy 2.4. On July 16, 2007 the Company completed its Qualifying Transaction. On April 25, 2008 the Company filed for a certificate of continuance and is continuing as a BC Company under the Business Corporations Act (British Columbia).


The Company is an exploration stage company and is engaged principally in the acquisition and exploration of mineral properties. The recovery of the Company’s investment in its exploration and evaluation assets is dependent upon the future discovery, development and sale of minerals, upon the ability to raise sufficient capital to finance these activities, and/or upon the sale of these properties.


These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The ability of the Company to continue as a going concern is dependent on obtaining additional financing through the issuance of common shares or obtaining joint venture or property sale agreements for one or more properties.


There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the consolidated statement of financial position. The consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.


Adverse financial market conditions and volatility increase the uncertainty of the Company’s ability to continue as a going concern given the need to both manage expenditures and to raise additional funds. The Company is experiencing, and has experienced, negative operating cash flows. The Company will continue to search for new or alternate sources of financing but anticipates that the current market conditions may impact the ability to source such funds. Accordingly, these material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.


As at September 30, 2013, the Company had a negative working capital of $88,377 (September 30, 2012: working capital of $929,826) and shareholders’ equity of $6,622,369 (September 30, 2012: $7,741,330).


2.

BASIS OF PREPARATION


Statement of Compliance


These consolidated financial statements have been prepared in accordance and compliance with IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).



 

- 92 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


2.

BASIS OF PREPARATION - continued


Basis of preparation


These consolidated financial statements have been prepared on a historical cost basis except for marketable securities classified as available-for-sale, which are stated at fair value through other comprehensive income (loss). In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.


These consolidated financial statements, including comparatives, have been prepared on the basis of IFRS standards that are published at the time of preparation.


3.

SIGNIFICANT ACCOUNTING POLICIES


Basis of Consolidation


These consolidated financial statements include the accounts of the Company and its subsidiary as follows:


 

 

% of

ownership

Jurisdiction

Nature of operations

 

 

 

 

 

 

Minera Tarsis, S.A. de C.V.

100%

Mexico

Exploration


Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the consolidated financial statements.


Foreign currencies


The functional and presentation currency of the Company is the Canadian dollar.


Transactions in currencies other than the functional currency are recorded at the rate of the exchange prevailing on dates of transactions.  At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined.  Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.


The Company has determined that the functional currency of its wholly-owned subsidiary in Mexico is the Mexican Peso.  Exchange differences arising from the translation of the subsidiary’s functional currencies into the Company’s presentation currency are taken directly to the exchange reserve.



 

- 93 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES – continued


Exploration and evaluation


The Company is in the exploration stage with respect to its investment in exploration and evaluation assets and accordingly follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of its mineral claims and crediting all proceeds received against the cost of related claims.  Such costs include, but are not exclusive to, geological, geophysical studies, exploratory drilling and sampling. At such time as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable reserves.  The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment or when it has been determined that there is evidence of a permanent impairment.  An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale result in a revised estimate of the recoverable amount but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.


The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.


The Company recognizes in income costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.


Upon transfer of “Exploration and evaluation costs” into “Mine Development”, all subsequent expenditure on the construction, installation or completion of infrastructure facilities is capitalized within “Mine development”.  After production starts, all assets included in “Mine development” are transferred to “Producing Mines”.


All capitalized exploration and evaluation expenditures are monitored for indications of impairment.  Where a potential impairment is indicated, assessments are performed for each area of interest.  To the extent that exploration expenditures are not expected to be recovered, they are charged to operations.  Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.


Equipment


Equipment is carried at cost, less accumulated depreciation and accumulated impairment losses.  Depreciation is calculated using the declining balance method at a rate of 30% per year.


The cost of an item of equipment consists of the purchase price, plus any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.


An item of equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.  Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the consolidated statement of comprehensive loss.


Where an item of equipment comprises major components with different useful lives, the components are accounted for as separate items of equipment.  Expenditures incurred to replace a component of an item of equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.



 

- 94 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES – continued


Decommissioning, restoration, and similar obligations


An obligation to incur restoration, rehabilitation and environmental costs arises when an environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest.  Such costs arising for the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying value of the asset, as soon as the obligation to incur such costs arises.  Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.  These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production or the straight line method.  The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.  Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.


As at September 30, 2013, the Company has no material restoration, rehabilitation and environmental costs as the disturbance to date is minimal.


Financial instruments


Financial assets


The Company classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:


Fair value through profit or loss - This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the consolidated statements of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive loss. The Company’s cash has been classified as fair value through profit or loss.


Loans and receivables - These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at cost less any provision for impairment.  Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. The Company’s receivables have been classified as loans and receivables.


Held-to-maturity investments - These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method.  If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows.  Any changes to the carrying amount of the investment, including impairment losses, are recognized in the consolidated statement of comprehensive loss. No financial assets have been classified as held-to-maturity.



 

- 95 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES – continued


Financial instruments – continued


Financial assets –continued


Available-for-sale - Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognized directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognized in the consolidated statement of comprehensive loss.  The Company’s marketable securities have been classified as available-for-sale.


All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described above.


Financial liabilities


The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:


Fair value through profit or loss - This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the consolidated statements of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive loss.  No financial liabilities have been classified as fair value through profit or loss.


Other financial liabilities - This category includes promissory notes, amounts due to related parties and accounts payable and accrued liabilities, all of which are recognized at amortized cost.


Significant accounting judgments and estimates


The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period.  Actual outcomes could differ from these estimates.  The consolidated financial statements include estimates which, by their nature, are uncertain.  The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.


Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:



 

- 96 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES – continued


Significant accounting judgments and estimates – continued


Critical judgments


·

The analysis of the functional currency for each entity of the Company is considered a critical judgement. In concluding that the Canadian dollar is the functional currency of the parent, management considered both the funds from financing activities and the currency in which goods and services are paid for. The functional currency of its wholly-owned subsidiary in Mexico is the Mexican Peso.  Managements’ consideration of the functional currency mainly resulted from the influence of the cost of providing goods and services in the subsidiary.


Estimates


·

the recoverability of receivables and prepayments which are included in the consolidated statements of financial position;

·

the carrying value of any marketable securities and the recoverability of the carrying value which are included in the consolidated statements of financial position;

·

the estimated useful lives of equipment which are included in the consolidated statements of financial position and the related depreciation included in the consolidated statements of comprehensive loss;

·

the estimated values of the exploration and evaluation assets which are recorded in the consolidated statements of financial position;

·

the inputs used in accounting for share-based payments in the consolidated statements of comprehensive loss; and

·

the assessment of indications of impairment of each exploration and evaluation asset and related determination of the net realizable value and write-down of those properties where applicable.


Impairment


At each financial position reporting date, the carrying amounts of the Company’s assets are reviewed to determine whether there is any indication that those assets are impaired.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.  The recoverable amount is the higher of fair value less costs to sell and value in use.  Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the statement of comprehensive loss for the period.  For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates.  For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.


Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.  A reversal of an impairment loss is recognized immediately in the statement of comprehensive loss.



 

- 97 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES – continued


Share-based payment transactions


The Company’s stock option plan allows the Company’s employees and consultants to acquire shares of the Company through the exercise of granted stock options.  The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in shareholders’ equity.  An individual is classified as an employee when such individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.


The fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over the period during which the options vest.  The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted.  At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.


Warrants with the right to acquire common shares in the Company are typically issued through the Company’s equity financing activities.  Where finders’ warrants are issued on a stand-alone basis, their fair values are measured on their issuance date using the Black-Scholes option pricing model and are recorded as both an increase to equity reserves and as a share issue cost.


The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component.  The Company considers the fair value of common shares issued in the private placements to be the more easily measurable component and the common shares are valued at their fair value, as determined by the closing quoted bid price on the announcement date.  The balance, if any, is allocated to the attached warrants.  Any fair value attributed to the warrants is recorded to the appropriate reserves account.


When warrants are exercised, the cash proceeds along with the amount previously recorded in equity reserves are recorded as share capital.  


Loss per share


The Company uses the treasury stock method to compute the dilutive effect of stock options, warrants and similar instruments.  Under this method the dilutive effect on loss per common share is recognized on the use of the proceeds that could be obtained upon exercise of stock options, warrants and similar instruments.  It assumes that the proceeds would be used to purchase common shares at the average market price during the period.  For the periods presented, this calculation proved to be anti-dilutive.


Basic and diluted loss per common share is calculated using the weighted average number of common shares outstanding during the period.



 

- 98 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES – continued


Income taxes


Income tax on the profit or loss for the periods presented comprises current and deferred tax.  Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.


Income tax provisions are recognized when it is considered probable that there will be a future outflow of funds to a taxing authority. In such cases, a provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application of judgment as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognized in income in the period in which the change occurs.


Deferred tax assets or liabilities arising from temporary differences between the tax and accounting values of assets and liabilities, are recorded based on tax rates expected to be enacted when these differences are reversed.  Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recovered. This involves an assessment of when those deferred tax assets are likely to be realized, and a judgment as to whether or not there will be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as in the amounts recognized in income in the period in which the change occurs.


Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in income both in the period of change, which would include any impact on cumulative provisions, and in future periods.


New accounting standards and interpretations


Certain new accounting standards and interpretations have been published that are not mandatory for the September 30, 2013 reporting period.  The Company has not early adopted the following new and revised standards, amendments and interpretations that have been issued but are not yet effective:


·

IFRS 7 Financial Instruments: Disclosures (effective January 1, 2013)

·

IFRS 9 (Amended 2010) Financial Instruments (effective January 1, 2015)

·

IFRS 10 (Issued 2011) Consolidated Financial Statements (effective January 2013)

·

IFRS 11 (Issued 2011) Joint Arrangements (effective January 2013)

·

IFRS 12 (Issued 2011) Disclosure of Interest in Other Entities (effective January 2013)

·

IFRS 13 (Issued 2011) Fair Value Measurement

·

IAS 27 (Reissued 2011) Separate Financial Statements (effective January 1, 2013)

·

IAS 28 (Reissued 2011) Investments in Associates and Joint Ventures (effective January 1, 2013)

·

IAS 32 (Amended 2011) Financial Instruments: Presentation (effective January 1, 2014)


The Company anticipates that the application of the above new and revised standards, amendments and interpretations will have no material impact on its results and financial position.



 

- 99 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


4.

MARKETABLE SECURITIES


The Company holds shares of publicly traded companies which are held as available-for-sale and valued in accordance with market price (see Notes 6(g) and (k)).


 

 

 

September 30, 2013

 

September 30, 2012

 

September 30, 2011

 

 

 

 

 

 

 

 

 

Balance, beginning of year

$

11,250

$

71,200

$

8,582

 

Shares received

 

-

 

20,000

 

136,000

 

Shares sold

 

-

 

(54,400)

 

(114,270)

 

Unrealized (loss)

 

(10,000)

 

(25,550)

 

40,888

 

Balance, end of year

$

1,250

$

11,250

$

71,200


Marketable securities consist of equity securities over which the Company does not have control or significant influence.  Unrealized gains and losses due to period end revaluation to fair value, other than those determined to be due to significant or prolonged losses, are recorded as other comprehensive income or loss.  During the year ended September 30, 2013, the Company determined that $10,000 of unrealized loss recorded in available-for-sale securities was not a result of significant or prolonged losses (2012 - $nil, 2011 - $nil). Where there is a significant or prolonged decline in the fair value of an available-for-sale financial asset the full amount of the impairment, including any amount previously recognized in other comprehensive income, is recognized in profit or loss.


5.

EQUIPMENT


 

 

 

Equipment

 

Cost

 

 

 

As at October 31, 2010

$

-

 

Assets acquired

 

5,500

 

As at September 30, 2011

 

5,500

 

Assets acquired

 

-

 

As at September 30, 2012

 

5,500

 

Assets acquired

 

2,722

 

As at September 30, 2013

$

8,222

 

Accumulated depreciation

 

 

 

As at October 31, 2010

$

-

 

Depreciation for the period

 

825

 

As at September 30, 2011

 

825

 

Depreciation for the year

 

1,402

 

As at September 30, 2012

 

2,227

 

Depreciation for the year

 

1,731

 

As at September 30, 2013

$

3,958

 

Net book value

 

 

 

As at September 30, 2012

$

3,273

 

As at September 30, 2013

$

4,264



 

- 100 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS


The Company follows the prospect generator model whereby it acquires projects on attractive terms, adds value through preliminary exploration efforts and then vends or options the project for further advancement.


The Company has properties in the Yukon Territory of Canada (the “Canadian Properties”), in Mexico (the “Mexican Properties”) and in Nevada, USA (the “American Properties”).  Following are summary tables of exploration and evaluation assets and brief summary descriptions of each of the exploration and evaluation assets:



 

- 101 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued

Exploration and Evaluation Assets for the year ended September 30, 2013

 

Canadian

Mexican

American

 

 

Growth Pipeline

Key Properties

Growth Pipeline

Growth Pipeline

 

 

 

 

 

 

 

 

 

 

Erika

Yago

Other properties

 

Total

Acquisition costs at at September 30,

2012


$     1,629,772


$       494,257


$                 -


$                   -


$                     -


$   2,124,029

Holding

7,603

139,244

-

-

-

146,847

Property acquisition

-

-

165,000

30,250

24,750

220,000

Exchange adjustments

-

5,470

-

-

-

5,470

Total acquisition costs

1,637,375

638,971

165,000

30,250

24,750

2,496,346

Exploration expenditures as at

September 30, 2012


3,923,091


1,664,765


-


-


-


5,587,856

Camp, travel and meals

9,402

-

12,839

-

7,883

30,124

Community relations

18,049

-

-

-

-

18,049

Field supplies and maps

2,730

-

5,711

-

-

6,441

Geological consulting

17,732

-

23,375

-

27,709

68,816

Legal

56,730

-

-

-

-

56,730

License and permits

150

-

-

-

36,046

36,196

Reporting, drafting, sampling and

analysis


68,298


-


7,575


525


21,394


97,792

Exchange adjustments

-

867

-

-

-

867

Total exploration expenditures

4,096,182

1,665,632

49,500

525

93,032

5,904,871

Exploration expenditures recovered as

at September 30, 2012

 

 

 

 

 

 

Recovered from Optionee

(426,500)

-

-

-

-

(426,500)

Yukon Mining Incentive Refund

(115,900)

-

-

-

-

(115,900)

Excess recovered

98,746

-

-

-

-

98,746

Recovered from Optionee

-

(49,500)

-

-

-

(49,500)

Write-off of properties

(688,931)

-

-

(15,650)

-

(704,581)

Cumulative expenditures as at

September 30, 2013


4,600,972


2,255,103


214,500


15,125


117,782


7,203,482

Cumulative expenditures as at

September 30, 2012


5,109,209


2,159,022


-


-


-


7,268,231

Net expenditures (recoveries) for the

year ended September 30, 2013


$    (508,237)


$        96,081


$   214,500


$     15,125


$    117,782


$      (64,749)



 

- 102 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued

Cumulative Exploration and Evaluation Assets to September 30, 2013

 

Canadian

Mexican

American

 

 

Growth Pipeline

Key Properties

Growth Pipeline

Growth Pipeline

 

 

 

 

 

 

 

 

 

 

Erika

Yago

Other properties

 

Total

Acquisition costs

 

 

 

 

 

 

Holding

$        53,577

$       428,960

$                 -

$                   -

$                     -

$      482,537

Property acquisition

1,141,531

216,562

165,000

30,250

24,750

1,578,093

Staking

442,267

-

-

-

-

442,267

Exchange adjustments

-

(6,551)

-

-

-

(6,551)

Total acquisition costs

1,637,375

638,971

165,000

30,250

24,750

2,496,346

 

 

 

 

 

 

 

Exploration expenditures

 

 

 

 

 

 

Airborne geophysics

123,843

-

-

-

-

123,843

Aircraft charter

844,971

-

-

-

-

844,971

Camp, travel and meals

335,947

32,483

12,839

-

7,883

389,152

Community relations

125,784

10,503

-

-

-

136,287

Drilling

732,620

654,932

-

-

-

1,387,552

Field supplies & overhead

78,151

22,479

5,711

-

-

106,341

Geochemical

18,208

9,700

-

-

-

27,908

Geological

679,785

540,837

-

-

-

1,220,622

Geological consulting

562,995

122,116

23,375

-

27,709

736,195

Ground geophysics

43,141

34,325

-

-

-

77,466

Legal

56,730

-

-

-

-

56,730

License and permits

18,412

2,354

-

-

36,046

56,812

Reporting, drafting, sampling and

analysis


475,595


235,306


7,575


525


21,394


740,395

Exchange adjustments

-

597

-

-

-

597

Total exploration expenditures

4,096,182

1,665,632

49,500

525

93,032

5,904,871

 

 

 

 

 

 

 

Exploration expenditures recovered

 

 

 

 

 

 

Recovered from Optionee/Transferee

(426,500)

(49,500)

-

-

-

(476,000)

Yukon Mining Incentive Refund

(115,900)

-

-

-

-

(115,900)

Excess recovered

98,746

-

-

-

-

98,746

Recovered from Optionee

-

(49,500)

-

-

-

(49,500)

Write-off of properties

(688,931)

-

-

(15,650)

-

(704,581)

Total property expenditures as at

September 30, 2013


$   4,600,972


$   2,255,103


$   214,500


$      15,125


$   117,782


$   7,203,482




 

- 103 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued

Exploration and Evaluation Assets for the year ended September 30, 2013

 

Canadian Properties

Mexican

 

 

Key Properties

Growth Pipeline

Key Property

 

 


White River

Prospector

Mountain


Other properties


Erika


Total

Acquisition costs as at September

30, 2011


$   159,929


$     96,095


$   1,352,024


$   403,073


$   2,011,121

Holding

621

-

17,103

89,110

106,834

Staking

4,000

-

-

-

4,000

Exchange adjustments

-

-

-

2,074

2,074

Total acquisition costs

164,550

96,095

1,369,127

494,257

2,124,029

 

 

 

 

 

 

Exploration expenditures as at

September 30, 2011


398,891


151,909


2,833,515


1,535,952


4,920,267

Aircraft charter

132,614

9,089

872

-

142,575

Camp, travel and meals

61,893

64

2,301

11,389

75,647

Community relations

38,501

-

3,602

-

42,103

Field supplies and maps

5,330

-

-

6,436

11,766

Geochemical

-

-

-

7,200

7,200

Geological

-

(4,248)

-

33,537

29,289

Geological consulting

49,618

3,200

4,813

13,344

70,975

Ground geophysics

16,405

-

-

34,325

50,730

License and permits

1,600

-

-

-

1,600

Reporting, drafting, sampling and

analysis


200,708


-


12,414


22,525


235,647

Exchange adjustments

-

-

-

57

57

Total exploration expenditures

905,560

160,014

2,857,517

1,664,765

5,587,856

 

 

 

 

 

 

Exploration expenditures recovered

as at September 30, 2011

 

 

 

 

 

Recovered from Optionee/Transferee

-

(306,000)

(40,500)

-

(346,500)

Yukon Mining Incentive Refund

-

(30,750)

(85,150)

-

(115,900)

Excess recovered

-

88,746

-

-

88,746

Recovered from Optionee/Transferee

(70,000)

-

(10,000)

-

(80,000)

Excess recovered

-

-

10,000

-

10,000

Cumulative expenditures as at

September 30, 2012


1,000,110


8,105


4,100,994


2,159,022


7,268,231

Cumulative expenditures as at

September 30, 2011


558,820


-


4,059,889


1,939,025


6,557,734

Net expenditures for the year ended

September 30, 2012


$      441,290


$             8,105


$        41,105


$     219,997


$    710,497



 

- 104 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued

Cumulative Exploration and Evaluation Assets to September 30, 2013

 

Canadian Properties

Mexican

 

 

Key Properties

Growth Pipeline

Key Property

 

 


White River

Prospector

Mountain


Other properties


Erika


Total

Acquisition costs

 

 

 

 

 

Holding

$             621

$      25,095

$       20,258

$   289,716

$   335,690

Property acquisition

-

71,000

1,070,531

216,562

1,358,093

Staking

163,929

-

278,338

-

442,267

Exchange adjustments

-

-

-

(12,021)

(12,021)

Total acquisition costs

164,550

96,095

1,369,127

494,257

2,124,029

 

 

 

 

 

 

Exploration expenditures

 

 

 

 

 

Airborne geophysics

-

-

123,843

-

123,843

Aircraft charter

203,472

21,435

620,064

-

844,971

Camp, travel and meals

112,342

4,152

210,051

32,483

359,028

Community relations

42,206

9,798

55,731

10,503

118,238

Drilling

938

-

731,682

654,932

1,387,552

Field supplies & overhead

27,224

1,607

46,590

22,479

97,900

Geochemical

750

-

17,458

9,700

27,908

Geological

110,067

64,450

505,268

540,837

1,220,622

Geological consulting

106,457

41,118

397,688

122,116

667,379

Ground geophysics

16,405

-

26,736

34,325

77,466

License and permits

2,752

241

15,269

2,354

20,616

Reporting, drafting, sampling and

analysis


282,947


17,213


107,137


235,306


642,603

Exchange adjustments

-

-

-

(270)

(270)

Total exploration expenditures

905,560

160,014

2,857,517

1,664,765

5,587,856

 

 

 

 

 

 

Exploration expenditures recovered

 

 

 

 

 

Recovered from Optionee/Transferee

(70,000)

(306,000)

(50,500)

-

(426,500)

Yukon Mining Incentive Refund

-

(30,750)

(85,150)

-

(115,900)

Excess recovered

-

88,746

10,000

-

98,746

Total property expenditures as at

September 30, 2012


$    1,000,110


$           8,105


$     4,100,994


$   2,159,022


$     7,268,231



 

- 105 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Mexico – Key Properties


a)

Erika Property (Guerrero State)


The Erika Property was purchased from Almaden Minerals Ltd, (TSXV: AMM) (“Almaden”) and is located in Guerrero State, Mexico, south of Mexico City. Almaden has a 2% Net Smelter Return (“NSR”) royalty on future production from mineral claims purchased from them.


On February 5, 2013, the Company announced that it had signed an option/joint venture agreement with Osisko Mining Corporation (TSX: OSK, EWX: Deutsche Boerse) (“Osisko”), whereby the Company has granted Osisko the right to earn up to a 75% interest in the Erika property by funding exploration and development of the property and making cash payments to the Company.  The property consists of two registered claims located in Guerrero State, Mexico, held by the Company’s Mexican subsidiary Minera Tarsis S.A. de C.V.


Osisko can earn an initial 51% interest in the Erika property by making the following cash payments to the Company:


 

 

Cash

(US$)

 

Cumulative Exploration Work Commitments (US$)

 

Upon Signing

$       50,000

Paid

-

 

By January 28, 2014

100,000

 

$     500,000

 

By January 28, 2015

150,000

 

$  1,250,000

 

By January 28, 2016

300,000

 

$  2,250,000

 

By January 28, 2017

400,000

 

$  4,000,000

 

 

 

 

 

 

TOTAL

$  1,000,000

 

 


After the initial 51% interest has been earned, Osisko can elect to earn an additional 24% interest (total 75%) by funding and delivering a Feasibility Study.  Osisko can also accelerate these payments at its option in order to earn in sooner. Osisko is the operator of the project during the initial earn in phase and during the joint venture as long as it has at least a 50% interest in the project.


b)

Yago Property (Nayarit State)


On June 10, 2013, the Yago property was purchased from Almaden, and is located in Nayarit State, Mexico. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the Yago property together with four other properties in Mexico and two properties in Nevada, USA.


The value of the shares issued to Almaden on acquisition of the seven properties was allocated amongst the properties on a pro-rata basis, based on Almaden’s total capitalized carrying value of the properties immediately preceding transfer.


In addition, areas of influence will be outlined in Mexico, where Almaden will provide its proprietary data and concepts to the Company.  In return, the Company will issue 200,000 shares to Almaden for each new property acquired within the area of influence.  The Company will issue a further 800,000 shares to Almaden upon the first time disclosure of a mineral resource on each and any of the new properties.



 

- 106 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Canada – Growth Pipeline Properties


c)

Burns Property


The Burns property is located in the western Yukon, north of Haines Junction.  The Company owns a 100% interest in the Burns Property, acquired through staking.


During the year ended September 30, 2013, the Company determined that the property was unlikely to attract an exploration optionee or purchaser and since the Company did not work on the property during the period, and has not planned any further exploration efforts going forward, the property was written off as at September 30, 2013.


d)

Goz Creek Property


The Goz Creek property was purchased from Almaden and is located northeast of Whitehorse near Mayo. Almaden has a 2% NSR royalty on future production from mineral claims purchased from them.


e)

Meister River Property


The Meister River property was purchased from Almaden and is located between Teslin and Watson Lake, Yukon.  Almaden has a 2% NSR royalty on future production from mineral claims purchased from them.


During the year ended September 30, 2013, the Company determined that the property was unlikely to attract an exploration optionee or purchaser and since the Company did not work on the property during the period, and has not planned any further exploration efforts going forward, the property was written off as at September 30, 2013.


f)

MOR Property


The MOR property was purchased from Almaden and is located between Teslin and Watson Lake, Yukon. Almaden has a 2% NSR royalty on future production from mineral claims purchased from them.


On September 9, 2009 the Company acquired a 100% interest in the Highway property, an expansion to the MOR property. The Company has agreed to grant Strategic Metals Ltd. (TSXV: SMD) (“Strategic”) a 2% NSR royalty on any future production from the mineral claims acquired from them.



 

- 107 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Canada – Growth Pipeline Properties - continued


g)

Prospector Mountain Property


Prospector Mountain was purchased from Almaden and is located in the central Yukon. Almaden has a 2% NSR royalty on future production from mineral claims purchased from them. At any time after any production commences, the Company may repurchase ½ of the NSR from Almaden for fair value as determined by an independent valuator.


The Company will also issue to Almaden 500,000 common shares upon receipt of a positive bankable feasibility study for the property.


On December 15, 2009, the Company signed an option agreement with Silver Quest Resources Ltd. (TSXV:SQI) (“Silver Quest”), whereby Silver Quest was able to earn up to a 70% interest in the property. During the eleven months ended September 30, 2011, Silver Quest was taken over and the project was transferred to Independence Gold Corp. (TSXV:IGO) (“Independence”), which subsequently returned the project to the Company in April 2012.  Prior to the takeover, Silver Quest had incurred its December 31, 2010 mineral property expenditure commitments of at least $350,000, paid the Company $100,000 in cash and had issued 200,000 SQI shares to the Company.


As at September 30, 2013, the Company has reclassified the Prospector Mountain property as a Growth Pipeline exploration and evaluation asset as it makes a conscious effort to focus the Company’s available capital on properties with the greatest potential interest by a mid to large-sized resource company as a venture partner or acquirer.  


h)

Rogue Property


The Rogue property is located east of Mayo, Yukon.  The Company owns a 100% interest in the Rogue property, acquired by staking.


During the year ended September 30, 2013, the Company determined that the property was unlikely to attract an exploration optionee or purchaser and since the Company did not work on the property during the period, and has not planned any further exploration efforts going forward, the property was written off as at September 30, 2013.


i)

Rosie Property


The Rosie property is located in eastern Yukon, northwest of Haines Junction.  The Company owns a 100% interest in the Rosie property, acquired by staking.


During the year ended September 30, 2013, the Company determined that the property was unlikely to attract an exploration optionee or purchaser and since the Company did not work on the property during the period, and has not planned any further exploration efforts going forward, the property was written off as at September 30, 2013.



 

- 108 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Canada – Growth Pipeline Properties - continued


j)

Tim Property


The Tim property was purchased from Almaden and is located between Teslin and Watson Lake, Yukon. Almaden has a 2% NSR royalty on future production from mineral claims purchased from them.


During the year ended October 31, 2007, the Company entered into an agreement with ACME Resources Inc. (TSXV: ARI) (“ACME”) (formerly International KRL Resources). During the year ended October 31, 2008, ACME spent $884,066 on exploration of the property (ACME called the property “Wolf”). In addition, ACME issued to the Company 46,666 common shares. An additional 20,000 common shares were issued to the Company during the year ended October 31, 2009. On November 18, 2010, the Company announced that ACME had withdrawn from the option agreement on the Tim property and that they have returned the claims to the Company in good standing until 2013. As at September 30, 2013, the Company has recorded a recovery of $40,500 from the optionee.


k)

White River Property


The White River property is located in the Yukon, northwest of Whitehorse. The Company owns a 100% interest in the White River property, acquired through staking.


On April 18, 2012, the Company signed an option agreement with Driven Capital Corp. (TSXV: DVV) (“Driven”) with respect to the White River Property. Under the terms of the agreement, Driven was able to earn a 60% interest in the White River Property by completing the following commitments before January 15, 2016:


·

Making cash payments to the Company totalling $400,000

·

Issuing 2,000,000 common shares to the Company

·

Completing $4,250,000 in exploration expenditures on the property; $500,000 of which is due in year one.


The Company was able to retain a 2% NSR royalty on any mineral produced from the property, half of which could be purchased by Driven for $2,000,000.


During the year ended September 30, 2012, the Company received $50,000 and 250,000 common shares valued at $20,000 pursuant to the agreement with Driven.


On October 22, 2012, the White River First Nation (“WRFN”), one of two First Nations which assert traditional territory in the White River area, filed a petition in the Supreme Court of Yukon. The petition challenges the Yukon Government’s decision to approve the proposed Class 3 exploration activities of the Company on the White River property, primarily on the basis of inadequate consultation by the Yukon Government.  The Company is named as a Respondent in the petition, however all relief requested by the WRFN is from the Yukon Government.


The Company believes it has behaved appropriately, responsibly and in accordance with all legal and regulatory requirements in its dealings with both First Nations regarding the White River property. On July 5, 2013, Justice Vale of the Supreme Court of Yukon supported the WRFN which indicates to the Company that there is work to be done between the Yukon Government and the WRFN with respect to defining a mutually acceptable consultation process.



 

- 109 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Canada – Growth Pipeline Properties – continued


k)

White River Property


In February 2013, Driven returned the White River project to the Company. The Company plans to assimilate the data collected by Driven and determine the most effective means to advance the project.


As at September 30, 2013, the Company evaluated the White River project and decided to reclassify it from Key property to Growth Pipeline property.  This is due to the Company’s conscious effort to focus the Company’s available capital on properties with the greatest potential for interest by a mid to large-sized resource company as a venture partner or acquirer.  


l)

Dawson Gold Project


The Dawson Gold Project is located near Dawson City, Yukon adjacent to the border with Alaska. The Company acquired a 100% interest in the Dawson Gold Project by staking the properties known as Lion, Tau, Eagle, Jaguar and Eye, which collectively are referred to as the Dawson Gold Project.


During the 11 month period ended September 30, 2011, the Company determined that the Dawson Gold Project was unlikely to attract an exploration optionee or purchaser and since the Company did not work on the property during the period, and had not planned any further exploration efforts going forward, the property was written off as at September 30, 2011.


During the year ended September 30, 2012, the Company transferred the claims comprising the property to Rackla Metals Inc. (TSXV: RAK) for a one time cash payment of $10,000.


Mexico – Growth Pipeline Properties


m)

Gallo de Oro Property


On June 10, 2013, the Gallo de Oro property was purchased from Almaden, and is located in Nayarit State, Mexico. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the Gallo de Oro property together with four other properties in Mexico and two properties in Nevada, USA.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).



 

- 110 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Mexico – Growth Pipeline Properties – continued


n)

Mezquites Property


On June 10, 2013, the Mezquites property was purchased from Almaden, and is located in Nayarit State, Mexico. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the Mezquites property together with four other properties in Mexico and two properties in Nevada, USA.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).


During the year ended September 30, 2013, the Company determined that the property was unlikely to attract an exploration optionee or purchaser and since the Company did not work on the property during the period, and has not planned any further exploration efforts going forward, the property was written off as at September 30, 2013.


o)

San Pedro Property


On June 10, 2013, the San Pedro property was purchased from Almaden, and is located in Nayarit State, Mexico. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the San Pedro property together with four other properties in Mexico and two properties in Nevada, USA.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).


p)

Llano Grande Property


On June 10, 2013, the Llano Grande property was purchased from Almaden, and is located in Nayarit State, Mexico. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the Llano Grande property together with four other properties in Mexico and two properties in Nevada, USA.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).



 

- 111 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


USA – Growth Pipeline Properties


q)

BP Property


On June 10, 2013, the BP property was purchased from Almaden, and is located in Nevada, USA. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the BP property together with another property in Nevada, USA and five properties in Mexico.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).


r)

Black Jack Springs (“BJS”) Property


On June 10, 2013, the BJS property was purchased from Almaden, and is located in Nevada, USA. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the BJS property together with another property in Nevada, USA and five properties in Mexico.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).



 

- 112 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


7.

SHARE CAPITAL


a)

Authorized:


As at September 30, 2013, the authorized share capital is comprised of an unlimited number of common shares without par value and an unlimited number of preferred shares issuable in series.  All issued shares are fully paid.


b)

Issued:


During the eleven months ended September 30, 2011, the Company:


i)

Closed a non-brokered private placement on April 19, 2011 consisting of 2,710,891 shares at the price of $0.60 for gross proceeds of $1,626,535. Share issue costs totaling $8,883 were incurred related to this financing.


ii)

Issued common shares pursuant to the exercise of 1,150,000 warrants for cash proceeds of $287,500, the exercise of 89,875 finders’ warrants for cash proceeds of $22,469 and the exercise of 100,000 stock options for cash proceeds of $25,000.


During the year ended September 30, 2012, the Company:


iii)

Issued common shares pursuant to the exercise of 39,375 finders’ warrants for cash proceeds of $9,844;


iv)

Completed a non-brokered private placement on February 10, 2012 consisting of 4,800,000 units (“Unit”) at a price of $0.25 per Unit for gross proceeds of $1,200,000. Each Unit consists of one common share and one-half non-transferable warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.40 for a period of 18 months. A cash finder’s fee of $26,250 was paid and finder’s warrants, entitling the holders to purchase up to 105,000 Units for a period of 18 months from issue at a price of $0.25 per Unit, were issued.  The value of the finder’s warrants was determined to be $18,369 and was calculated using the Black-Scholes option pricing model.  Insiders participated in the offering for a total of 440,000 Units for gross proceeds of $110,000. Under the residual value approach, no value was assigned to the warrant component of the Units.


During the year ended September 30, 2013, the Company:


v)

Completed a non-brokered private placement on October 3, 2012 by issuing 6,870,000 units (“Unit”) at a price of $0.15 per Unit for gross proceeds of $1,030,500. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 36 month period at a price of $0.25. In connection with the financing, the Company paid $35,363 as a cash finder’s fee and issued 471,500 finder’s warrants, each of which is exercisable into a Unit at a price of $0.15 for a period of 36 months. The value of the finder’s warrants was determined to be $40,015 and was calculated using the Black-Scholes option pricing model.  Insiders participated in the offering for a total of 400,000 Units for gross proceeds of $60,000. Under the residual value approach, $137,400 was assigned to the warrant component of the Units. The Company incurred additional share issue costs of $16,186 in connection with this financing.


vi)

Issued 4,000,000 common shares to Almaden at a price of $0.055 per share for a total consideration of $220,000 to pay for seven exploration and evaluation asset properties (see Note 6).



 

- 113 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


8.

STOCK OPTIONS AND WARRANTS


a)

Stock option compensation plan


The Company grants stock options to directors, officers, employees and consultants pursuant to the Company’s Stock Option Plan (the “Plan”).  The number of options that may be issued pursuant to the Plan are limited to 10% of the Company’s issued and outstanding common shares and to other restrictions with respect to any single participant (not greater than 5% of the issued common shares) or any one consultant (not greater than 2% of the issued common shares).


Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than one quarter of the options vesting in any 3 month period.  


Vesting provisions may also be applied to other option grants, at the discretion of the directors.  Options issued pursuant to the Plan will have an exercise price as determined by the directors, and permitted by the TSX-V, at the time of the grant. Options have a maximum expiry date of 5 years from the grant date.


Stock option transactions and the number of stock options for the year ended September 30, 2013 are summarized as follows:


 


Expiry date

Exercise

price

September 30,

2012


Granted


Exercised

Expired/

cancelled

September 30,

2013

 

January 25, 2013

$0.70

165,000

-

-

(165,000)

-

 

December 11, 2013*

$0.10

275,000

-

-

-

275,000

 

October 5, 2014

$0.30

100,000

-

-

-

100,000

 

June 23, 2015

$0.20

100,000

-

-

-

100,000

 

October 1, 2015

$0.59

865,000

-

-

-

865,000

 

May 4, 2016

$0.61

425,000

-

-

-

425,000

 

May 7, 2017*

$0.26

645,000

-

-

-

645,000

 

Options outstanding

 

2,575,000

-

-

(165,000)

2,410,000

 

Options exercisable

 

2,575,000

-

-

(165,000)

2,410,000

 

Weighted average

exercise price

 


$0.44


$Nil


$Nil


$0.70


$0.42


*Subsequently, 285,000 stock options expired unexercised.


As at September 30, 2013, the weighted average contractual remaining life of options is 2.28 years (September 30, 2012 – 3.09 years).  The weighted average fair value of stock options granted during the year ended September 30, 2013 was $Nil (2012 - $0.21, 2011 - $0.53).



 

- 114 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


8.

STOCK OPTIONS AND WARRANTS – continued


a)

Stock option compensation plan – continued


Stock option transactions and the number of stock options for the year ended September 30, 2012 are summarized as follows:


 


Expiry date

Exercise

price

September 30,

2011


Granted


Exercised

Expired/

cancelled

September 30,

2012

 

July 23, 2012

$0.50

650,000

-

-

(650,000)

-

 

January 25, 2013

$0.70

165,000

-

-

-

165,000

 

December 11, 2013

$0.10

275,000

 

 

 

275,000

 

October 5, 2014

$0.30

100,000

-

-

-

100,000

 

June 23, 2015

$0.20

100,000

-

-

-

100,000

 

October 1, 2015

$0.59

865,000

-

-

-

865,000

 

May 4, 2016

$0.61

425,000

-

-

-

425,000

 

May 7, 2017*

$0.26

-

645,000

-

-

645,000

 

Options outstanding

 

2,605,000

645,000

-

(675,000)

2,575,000

 

Options exercisable

 

2,605,000

645,000

-

(675,000)

2,575,000

 

Weighted average

exercise price

 


$0.50


$0.26


$Nil


$0.50


$0.44


The weighted average assumptions used to estimate the fair value of options for the years ended September 30, 2013 and 2012  and eleven months ended September 30, 2011 were as follows:


 

 


September 30, 2013


September 30, 2012


September 30, 2011

 

Risk-free interest rate

n/a

1.52%

2.52%

 

Expected life

n/a

5 years

5 years

 

Expected volatility

n/a

134.97%

130.74%

 

Expected dividend yield

n/a

nil

nil


b)

Warrants


The continuity of warrants for the year ended September 30, 2013 is as follows:


 


Expiry date

Exercise

price

September 30,

2012


Issued


Exercised


Expired

September 30,

2013

 

April 1, 2013

$0.50

4,100,000

-

-

(4,100,000)

-

 

August 10, 2013

$0.40

2,400,000

-

-

(2,400,000)

-

 

October 3, 2015

$0.25

-

6,870,000

-

-

6,870,000

 

Outstanding

 

6,500,000

6,870,000

-

(6,500,000)

6,870,000

 

Weighted average

exercise price

 


$0.46


$0.25


$Nil


$0.46


$0.25


As at September 30, 2013, the weighted average contractual remaining life of warrants is 2.01 years (September 30, 2012 – 0.63 years).



 

- 115 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


8.

STOCK OPTIONS AND WARRANTS – continued


b)

 Warrants – continued


The continuity of warrants for the year ended September 30, 2012 is as follows:


 


Expiry date

Exercise

price

September 30,

2011


Issued


Exercised


Expired

September 30,

2012

 

November 4, 2011

$0.40

1,000,000

-

-

(1,000,000)

-

 

April 1, 2013*

$0.50

4,100,000

-

-

-

4,100,000

 

August 10, 2013

$0.40

-

2,400,000

-

-

2,400,000

 

Outstanding

 

5,100,000

2,400,000

-

(1,000,000)

6,500,000

 

Weighted average

exercise price

 


$0.48


$0.40


$Nil


$0.40


$0.46


*On March 22, 2012, the Company extended the expiry date of 4,100,000 outstanding common share purchase warrants by an additional 12 months to April 1, 2013. The warrants were issued by the Company in October 2010, by way of private placement.  


The weighted average assumptions used to estimate the fair value of warrants for the year ended September 30, 2012 were as follows:


 

 


September 30, 2012

 

Risk-free interest rate

1.17%

 

Expected life

1.2 years

 

Expected volatility

114.62%

 

Expected dividend yield

nil


c)

Finder’s warrants


The continuity of finder’s warrants for the year ended September 30, 2013 is as follows:

 


Expiry date

Exercise

price

September 30,

2012


Issued


Exercised


Expired

September 30,

2013

 

August 10, 2013

$0.25

105,000

-

-

(105,000)

-

 

October 3, 2015

$0.15

-

471,500

-

-

471,500

 

Outstanding

 

105,000

471,500

-

(105,000)

471,500

 

Weighted average

exercise price

 


$0.25


$0.15


$Nil


$0.25


$0.15


As at September 30, 2013, the weighted average contractual remaining life of finder’s warrants is 2.01 years (September 30, 2012 – 0.86 years).



 

- 116 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


8.

STOCK OPTIONS AND WARRANTS – continued


c)

Finder’s warrants – continued


The continuity of finder’s warrants for the year ended September 30, 2012 is as follows:


 


Expiry date

Exercise

price

September 30,

2011


Issued


Exercised


Expired

September 30,

2012

 

October 13, 2011

$0.25

35,000

-

(35,000)

-

-

 

November 4, 2011

$0.25

4,375

-

(4,375)

-

-

 

April 1, 2012

$0.25

234,150

-

-

(234,150)

-

 

August 10, 2013

$0.25

-

105,000

-

-

105,000

 

Outstanding

 

273,525

105,000

(39,375)

(234,150)

105,000

 

Weighted average

exercise price

 


$0.25


$0.25


$0.25


$0.25


$0.25


The weighted average assumptions used to estimate the fair value of finder’s warrants for the years ended September 30, 2013 and 2012 were as follows:


 

 


September 30, 2013


September 30, 2012

 

Risk-free interest rate

1.14%

1.07%

 

Expected life

3 years

1.5 years

 

Expected volatility

112.71%

116.12%

 

Expected dividend yield

nil

nil


9.

RELATED PARTY TRANSACTIONS


The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:


For the year ended September 30, 2013

 

 

Short-term

employee

benefits

Post-

employment

benefits

Other long-

term

benefits


Termination

benefits

Share-

based

payments



Total

 

Marc G. Blythe

Chief Executive

Officer, Director (c)



$     171,150



$           Nil



$             Nil



$            Nil



$            Nil



$    171,150



 

- 117 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


9.

RELATED PARTY TRANSACTIONS – continued


For the year ended September 30, 2012

 

 

Short-term

employee

benefits

Post-

employment

benefits

Other long-

term

benefits


Termination

benefits

Share-

based

payments



Total

 

Marc G. Blythe

Chief Executive

Officer, Director (c)



$     147,131



$           Nil



$             Nil



$            Nil



$      41,685



$    188,816

 

Mark T. Brown

Chief Financial

Officer



$             Nil



$           Nil



$             Nil



$            Nil



$      26,053



$      26,053

 

Adrian Fleming

Director


$             Nil


$           Nil


$             Nil


$            Nil


$      10,421


$      10,421

 

Craig Lindsay

Director


$             Nil


$           Nil


$             Nil


$            Nil


$      10,421


$      10,421


For the eleven months ended September 30, 2011

 

 

Short-term

employee

benefits

Post-

employment

benefits

Other long-

term

benefits


Termination

benefits

Share-

based

payments



Total

 

Marc G. Blythe

Chief Executive

Officer, Director (c)



$     100,581



$           Nil



$             Nil



$            Nil



$            Nil



$    100,581


Related party transactions and balances

 

 

 


Year ended


Year ended

Eleven months

ended


Balance due

 

 



Services


September 30,

2013


September 30,

2012


September 30,

2011

As at

September 30,

2013

As at

September 30,

2012

 

Amounts due to:

 

 

 

 

 

 

 


Marc. G. Blythe

Management fees

and wages


$     171,150


$     147,131


$     100,581


$       14,909


$       31,809

 




Pacific Opportunity

Capital Ltd. (a)

Accounting,

financing and

shareholder

communication

services





$     113,720





$     159,556





$       96,950





$       18,375





$       35,334

 


Almaden Minerals

Ltd. (b)

Rent, insurance,

office facilities and

expenses



$       52,469



$       50,027



$       45,100



$       14,324



$       14,251

 

TOTAL:

 

 

 

 

$       47,608

$       81,394


(a) The president of Pacific Opportunity Capital Ltd., a private company, is the Chief Financial Officer of the Company.

(b) A director of Almaden Minerals Ltd., a public company, is an officer of the Company.  4,000,000 common shares were issued to Almaden during the year ended September 30, 2013 as consideration for seven properties as detailed in Note 6.

(c) Marc Blythe became an employee of the Company effective January 1, 2013.



 

- 118 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


10.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS


The significant non-cash investing and financing transactions during the year ended September 30, 2013 were as follows:

·

As at September 30, 2013, a total of $44,968 in exploration and evaluation asset costs were included in accounts payable and accrued liabilities.

·

The Company recorded $40,015 in share issue costs related to the issue of finder’s warrants pursuant to the private placement financing completed.

·

The Company recorded $137,400 as the residual fair value of share purchase warrants associated with a private placement financing completed.

·

$704,581 in exploration and evaluation asset costs were written off.

·

The Company recorded $220,000 in share capital related to the issue of common shares pursuant to the acquisition of exploration and evaluation assets.


The significant non-cash investing and financing transactions during the year ended September 30, 2012 were as follows:

·

As at September 30, 2012, a total of $39,975 in exploration and evaluation asset costs were included in accounts payable and accrued liabilities.

·

The Company reclassified $4,238 from equity reserves to share capital pursuant to the exercise of finder’s warrants.

·

The Company recorded $18,369 in share issue costs related to the issue of finder’s warrants pursuant to the private placement financing completed.

·

The Company received a total of 250,000 common shares of Driven pursuant to a property option agreement with a fair value of $20,000.

·

The Company granted 645,000 stock options valued at $134,433.


The significant non-cash investing and financing transactions during the eleven month period ended September 30, 2011 were as follows:

·

As at September 30, 2011, a total of $102,470 in exploration and evaluation asset costs were included in accounts payable and accrued liabilities.

·

The Company reclassified $84,774 from equity reserves to share capital pursuant to the exercise of stock options, warrants and finder’s warrants.

·

The Company received a total of 200,000 common shares of Silver Quest pursuant to a property option agreement with a fair value of $136,000.

·

A total of $505,595 in exploration and evaluation assets was written off.

·

The Company granted 450,000 stock options valued at $237,438.


11.

SEGMENTED INFORMATION


The Company has one reportable operating segment, that being the acquisition and exploration of mineral properties.  Geographical information is as follows:


 

 

 September 30,

 2013

 September 30,

 2012

 

Exploration and evaluation assets

 

 

 

Canada

$       4,600,972

$       5,109,209

 

Mexico

         2,484,728

         2,159,022

 

USA

            117,782

$                      -

 

 

 

 

 

 Total

$       7,203,482

$       7,268,231

All of the Company’s equipment is located in Canada.



 

- 119 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


12.

INCOME TAXES


A reconciliation of income taxes at statutory rates with the reported taxes is as follows:


 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Earnings (loss) for the period before income taxes

$

(1,279,658)

$

(860,376)

$

(1,202,551)

 

 

 

 

 

 

 

 

 

Expected income tax (recovery)

$

(327,000)

$

(218,000)

$

(325,000)

 

Change in statutory, foreign tax, foreign exchange rates and other

 

93,000

 

3,000

 

7,000

 

Permanent Difference

 

1,000

 

30,000

 

63,000

 

Impact of flow through share

 

-

 

100,000

 

-

 

Share issue cost

 

(13,000)

 

(13,000)

 

(2,000)

 

Adjustment to prior years provision versus statutory tax returns and

expiry of non-capital losses

 


-



482,000

 


-

 

Change in unrecognized deductible temporary differences

 

283,000

 

76,000

 

257,000

 

Total income tax expense

$

37,000

$

460,000

$

-

 

 

 

 

 

 

 

 

 

Current income tax

$

-

$

-

$

-

 

Deferred income tax

$

37,000

$

460,000

$

-


The Canadian income tax rate increased during the year due to changes in the law that increased corporate income tax rates in British Columbia.


The significant components of the Company’s deferred tax assets and liabilities are as follows:


 

 

 

2013

 

2012

 

Deferred Tax Assets (liabilities)

 

 

 

 

 

     Exploration and evaluation assets

$

(581,000)

$

(838,000)

 

     Non-capital losses

 

84,000

 

378,000

 

Net deferred tax liability

$

(497,000)

$

(460,000)


The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:


 

 


2013

Expiry Date

Range


2012

Expiry Date

Range

 

Temporary Differences

 

 

 

 

 

  Equipment

4,000

No expiry date

-

No expiry date

 

    Share issue costs

101,000

2034 to 2037

100,000

2033 to 2036

 

    Marketable securities

19,000

No expiry date

9,000

No expiry date

 

    Allowable capital losses

3,000

No expiry date

-

No expiry date

 

  Non-capital losses available for future period

3,306,000

2015 to 2033

1,519,000

2014 to 2032

Tax attributes are subject to review, and potential adjustment, by tax authorities.



 

- 120 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


13.

FINANCIAL INSTRUMENTS


The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and commodity price risk.


(a)

Currency risk


The Company’s property interests in Mexico make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows.  The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. The Company’s exploration program, some of its general and administrative expenses and financial instruments denoted in a foreign currency are exposed to currency risk.  A 10% change in the Mexican peso / Canadian dollar currency rate changes the results of operations by approximately $900.


(b)

Credit risk


Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to the liquidity of its cash. The Company limits exposure to credit risk by maintaining its cash with a large Canadian financial institution. The Company’s receivables consist of goods and services/harmonized sales tax due from the federal government of Canada.


(c)

Liquidity risk


Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash. The Company believes that these sources will be sufficient to cover the likely short-term cash requirements, but that further funding will be required for significant asset acquisition and development, and to meet long-term operating requirements. The Company manages liquidity risk through the management of its capital structure (Note 14).


Accounts payable and accrued liabilities are due within the current operating period.


(d)

Market risk


Market risks to which the Company is exposed include unfavorable movements in commodity prices, interest rates, and foreign exchange rates.  As at September 30, 2013, the Company has no producing assets and holds the majority of its cash in secure, Canadian dollar-denominated deposits.  Consequently, its exposure to these risks has been significantly reduced, but as the Company redeploys its cash, exposure to these risks may increase. The objective of the Company is to mitigate exposure to these risks while maximizing returns.


The Company may from time-to-time own available-for-sale marketable securities, in the mineral resource sector. Changes in the future pricing and demand of these commodities can have a material impact on the market value of the investments. The nature of such investments is normally dependent on the invested company being able to raise additional capital to further develop and to determine the commercial viability of its resource properties. Management mitigates the risk of loss resulting from this concentration by monitoring the trading value of the investments on a regular basis.



 

- 121 -

 

 

 

 




TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


13.

FINANCIAL INSTRUMENTS – continued


(d)

Market risk – continued


i)

Interest rate risk


As at September 30, 2013, the Company’s exposure to movements in interest rates was limited to potential decreases in interest income from changes to the variable portion of interest rates for its cash.  Market interest rates in Canada are at historically low levels, so management does not consider the risk of interest rate declines to be significant, but should such risks increase, the Company may mitigate future exposure by entering into fixed-rate deposits.


ii)

Foreign exchange risk


The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company may maintain cash and other financial instruments, or may incur revenues and expenditures in currencies other than the Canadian dollar. Significant changes in the currency exchange rates between the Canadian dollar relative to these foreign currencies, which may include but are not limited to US dollars and the Mexican peso, could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.


(e)

Commodity price risk


The ability of the Company to develop its mineral properties and the future profitability of the Company are directly related to the market price of minerals such as gold, zinc, lead and copper. The Company’s input costs are also affected by the price of fuel.  The Company closely monitors mineral and fuel prices to determine the appropriate course of action to be taken by the Company.


IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:


Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;


Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and


Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).


The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy.


 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

Cash

$

21,044

$

-

$

-

$

21,044

 

Marketable securities

$

1,250

$

-

$

-

$

1,250

 

 

$

22,294

$

-

$

-

$

22,294



 

- 122 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012 AND ELEVEN MONTHS ENDED SEPTEMBER 30, 2011

(Presented in Canadian Dollars)


14.

MANAGEMENT OF CAPITAL RISK


The Company considers items included in shareholders’ equity as capital.  The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.


The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.  To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents.


In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.  


In order to maximize ongoing development efforts, the Company does not pay out dividends.  The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regard to the expected timing of expenditures from continuing operations.


15.

EVENTS AFTER THE REPORTING PERIOD


On December 16, 2013, the Company completed a non-brokered private placement by issuing 4,836,666 units (“Unit”) at a price of $0.075 per Unit. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 36 month period, expiring on December 16, 2016 at a price of $0.15 per common share.


On December 18, 2013, Osisko terminated the option agreement in regards to the Erika Property and returned the Erika property to the Company. Prior to the return, Osisko had incurred mineral property expenditures of approximately $500,000 and paid the Company US$50,000 in cash (Note 6(a)).



 

- 123 -

 

 

 

 





[TARSIS_20FREGISTRATION012.JPG]



TARSIS RESOURCES LTD.


Condensed Consolidated Interim Financial Statements


For the three months ended December 31, 2013 and 2012




750 West Pender Street, Suite 1103, Vancouver B.C. V6C 2T8, Canada, TSXV: TCC; Tel: 604-689-7644



 

- 124 -

 

 

 

 





NOTICE OF NO AUDITOR REVIEW OF

INTERIM FINANCIAL STATEMENTS





Under National Instruments 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.


The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.


The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.



 

- 125 -

 

 

 

 



TARSIS RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Presented in Canadian Dollars)


 

 

December 31,

2013

(Unaudited)

 

September 30,

2013

(Audited)

 

 

 

 

 

Assets

 

 

 

 

Non-current assets

 

 

 

 

Equipment (Note 5)

$

3,821

$

4,264

Exploration and evaluation assets (Note 6)

 

7,243,406

 

7,203,482

 

 

7,247,227

 

7,207,746

 

 

 

 

 

Current assets

 

 

 

 

Prepaid expenses

 

7,729

 

12,451

Receivables

 

4,689

 

5,561

Marketable securities (Note 4)

 

1,250

 

1,250

Cash

 

193,862

 

21,044

 

 

207,530

 

40,306

Total assets

$

7,454,757

$

7,248,052

 

 

 

 

 

Shareholders’ equity

 

 

 

 

Share capital (Note 7)

$

11,074,666

$

10,751,788

Reserves (Note 7 and 8)

 

1,963,860

 

1,923,136

Deficit

 

(6,177,243)

 

(6,052,555)

 

 

6,861,283

 

6,622,369

Non-current liabilities

 

 

 

 

Deferred income tax liability

 

497,000

 

497,000

 

 

497,000

 

497,000

Current liabilities

 

 

 

 

Due to related parties (Note 9)

 

40,215

 

47,608

Accounts payable and accrued liabilities

 

56,259

 

81,075

 

 

96,474

 

128,683

 

 

 

 

 

Total shareholders’ equity and liabilities

$

7,454,757

$

7,248,052

Nature of operations and going concern (Note 1)


These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on February 21, 2014.


On behalf of the Board of Directors:

Director “Marc G. Blythe”

Director “Craig Lindsay”        


See accompanying notes to the condensed consolidated interim financial statements



 

- 126 -

 

 

 

 



TARSIS RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED DECEMBER 31

(Unaudited, presented in Canadian Dollars)


 

 


Three months ended

December 31, 2013

 


Three months ended

December 31, 2012

 

 

 

 

 

Expenses

 

 

 

 

Accounting and legal fees (Note 9)

$

31,566

$

68,563

Depreciation (Note 5)

 

443

 

433

Investor relations and shareholder information

 

14,953

 

43,315

Wages, benefits and consulting fees (Note 9)

 

45,469

 

39,900

Office facilities and administrative services (Note 9)

 

12,775

 

12,980

Office expenses

 

2,473

 

5,885

Property investigation expenses

 

-

 

27,863

Transfer agent, listing and filing fees

 

3,365

 

2,056

Travel

 

13,773

 

23,645

 

 

(124,817)

 

(224,640)

 

 

 

 

 

Interest income

 

129

 

1,647

Net loss for the period

$

(124,688)

$

(222,993)

Other comprehensive income (loss)

 

 

 

 

Unrealized gain (loss) on available-for-sale securities

(Note 4)

 


-

 


(7,500)

Exchange difference arising on the translation of foreign

subsidiary

 


16,541

 


4,031

Total comprehensive loss for the period

$

(108,147)

$

(226,462)

Basic and diluted loss per common share

$

(0.00)

$

(0.01)

Weighted average number of common shares outstanding

 

43,925,698

 

38,913,089


See accompanying notes to the condensed consolidated interim financial statements


 

- 127 -

 

 

 

 



TARSIS RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Presented in Canadian Dollars)


 

Share Capital

Reserves

 

 


Number of

shares



Amount


Share

Subscription

Equity settled

employee

benefits



Warrants


Finder’s

warrants


Available-for-

sale securities

Foreign

exchange

reserve



Deficit



Total equity

Balance, September 30, 2012 (Audited)

32,267,111

$    9,730,252

$     997,316

$    1,143,194

$    459,805

$   174,310

$          (8,750)

$     (18,900)

$     (4,735,897)

$    7,741,330

Private placement (Note 7(b)(i))

6,870,000

893,100

(1,003,500)

-

137,400

-

-

-

-

27,000

Share issue costs

-

(91,564)

6,184

-

-

40,015

-

-

-

(45,365)

Net loss

-

-

-

-

-

-

(7,500)

4,031

(222,993)

(226,462)

Balance, December 31, 2012 (Unaudited)

39,137,111

10,531,788

-

1,143,194

597,205

214,325

(16,250)

(14,869)

 (4,958,890)

7,496,503

Purchase of exploration and evaluation assets (Note 7 (b)(ii))

4,000,000

220,000

-

-

-

-

-

-

-

220,000

Net loss

-

-

-

-

-

-

(2,500)

2,031

(1,093,665)

(1,094,134)

Balance, September 30, 2013 (Audited)

43,137,111

10,751,788

-

1,143,194

597,205

214,325

(18,750)

(12,838)

(6,052,555)

6,622,369

Private placement (Note 7(b)(iii))

4,836,666

338,567

-

-

24,183

-

-

-

-

362,750

Share issue costs

-

(15,689)

-

-

-

-

-

-

-

(15,689)

Net loss

-

-

-

-

-

-

-

16,541

(124,688)

(108,147)

Balance, December 31, 2013 (Unaudited)

47,973,777

$  11,074,666

$                 -

$    1,143,194

$     621,388

$  214,325

$         (18,750)

$         3,703

$     (6,177,243)

$    6,861,283


See accompanying notes to the condensed consolidated interim financial statements



 

- 128 -

 

 

 

 



TARSIS RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED DECEMBER 31

(Unaudited, presented in Canadian Dollars)


 

 


Three months ended

December 31, 2013

 


Three months ended

December 31, 2012

 

 

 

 

 

Cash flows from (used in) operating activities

 

 

 

 

Loss for the period

$

(124,688)

$

(222,993)

Items not affecting cash

 

 

 

 

Depreciation

 

443

 

433

 

 

 

 

 

Changes in non-cash working capital items:

 

 

 

 

Receivables

 

872

 

(4,295)

Prepaid expenses

 

4,722

 

16,599

Accounts payable and accrued liabilities

 

19,907

 

49,858

Due to related parties

 

(7,393)

 

(56,942)

Net cash (used in) operating activities

 

(106,137)

 

(217,340)

 

 

 

 

 

Cash flows from (used in) investing activities

 

 

 

 

Purchase of equipment

 

-

 

(2,722)

Exploration and evaluation assets

 

(84,647)

 

(53,906)

Net cash (used in) investing activities

 

(84,647)

 

(56,628)

 

 

 

 

 

Cash flows from (used in) financing activities

 

 

 

 

Proceeds from issuance of common shares

 

362,750

 

27,000

Share issue costs

 

(15,689)

 

(45,365)

Net cash provided by (used in) financing activities

 

347,061

 

(18,365)

 

 

 

 

 

Exchange difference arising on the translation of foreign subsidiary

 

16,541

 

4,031

 

 

 

 

 

Change in cash for the period

 

172,818

 

(288,302)

 

 

 

 

 

Cash, beginning of the period

 

21,044

 

1,050,662

 

 

 

 

 

Cash, end of the period

$

193,862

$

762,360


Supplemental disclosure with respect to cash flows (Note 10)


See accompanying notes to the condensed consolidated interim financial statements



 

- 129 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


1.

NATURE OF OPERATIONS AND GOING CONCERN


Tarsis Resources Ltd. (the “Company”) was incorporated in Alberta on October 21, 2005 under the Business Corporations Act of Alberta and its registered office is Suite 410, 325 Howe Street, Vancouver, BC, Canada, V6C 1Z7. The Company was classified as a Capital Pool Company as defined in the TSX Venture Exchange (“TSX-V”) Policy 2.4. On July 16, 2007 the Company completed its Qualifying Transaction. On April 25, 2008 the Company filed for a certificate of continuance and is continuing as a BC Company under the Business Corporations Act (British Columbia).


The Company is an exploration stage company and is engaged principally in the acquisition and exploration of mineral properties. The recovery of the Company’s investment in its exploration and evaluation assets is dependent upon the future discovery, development and sale of minerals, upon the ability to raise sufficient capital to finance these activities, and/or upon the sale of these properties.


These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The ability of the Company to continue as a going concern is dependent on obtaining additional financing through the issuance of common shares or obtaining joint venture or property sale agreements for one or more properties.


There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the condensed consolidated interim statement of financial position. The condensed consolidated interim financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.


Adverse financial market conditions and volatility increase the uncertainty of the Company’s ability to continue as a going concern given the need to both manage expenditures and to raise additional funds. The Company is experiencing, and has experienced, negative operating cash flows. The Company will continue to search for new or alternate sources of financing but anticipates that the current market conditions may impact the ability to source such funds. Accordingly, these material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.


As at December 31, 2013, the Company had working capital of $111,056 (September 30, 2013: working capital deficit of $88,377) and shareholders’ equity of $6,861,283 (September 30, 2013: $6,622,369).


2.

BASIS OF PREPARATION


Statement of Compliance


These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” (“IAS 34”) using accounting policies consistent with IFRS issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


2.

BASIS OF PREPARATION - continued


Basis of preparation


These condensed consolidated interim financial statements have been prepared on a historical cost basis except for marketable securities classified as available-for-sale, which are stated at fair value through other comprehensive income (loss). In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.


The preparation of these condensed consolidated interim financial statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.  Actual results may differ from these estimates.  These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements.


These condensed consolidated interim financial statements, including comparatives, have been prepared on the basis of IFRS standards that are published at the time of preparation.


New accounting standards and interpretations


Certain new accounting standards and interpretations have been published that are not mandatory for the December 31, 2013 reporting period.  The Company has not early adopted the following new and revised standards, amendments and interpretations that have been issued but are not yet effective:


·

IFRS 9 (Amended 2010) Financial Instruments (effective January 1, 2015)

·

IAS 32 (Amended 2011) Financial Instruments: Presentation (effective January 1, 2014)


The Company anticipates that the application of the above new and revised standards, amendments and interpretations will have no material impact on its results and financial position.


3.

SIGNIFICANT ACCOUNTING POLICIES


These unaudited condensed consolidated interim financial statements have been prepared in accordance with IFRS as issued by the IASB on a basis consistent with those followed in the Company’s most recent annual financial statements for the year ended September 30, 2013.  


These unaudited condensed consolidated interim financial statements do not include all note disclosures required by IFRS for annual financial statements, and therefore should be read in conjunction with the annual financial statements for the year ended September 30, 2013. In the opinion of management, all adjustments considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the three month period ended December 31, 2013 are not necessarily indicative of the results that may be expected for the current fiscal year ending September 30, 2014.



 

- 131 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


4.

MARKETABLE SECURITIES


The Company holds shares of a publicly traded company which are held as available-for-sale and valued in accordance with market price (see Note 6(k)).


 

 

 

September 30, 2013

 

September 30, 2012

 

 

 

 

 

 

 

Balance, beginning of the period

$

1,250

$

11,250

 

Unrealized (loss)

 

-

 

(10,000)

 

Balance, end of the period

$

1,250

$

1,250


Marketable securities consist of equity securities over which the Company does not have control or significant influence.  Unrealized gains and losses due to period end revaluation to fair value, other than those determined to be due to significant or prolonged losses, are recorded as other comprehensive income or loss.  Where there is a significant or prolonged decline in the fair value of an available-for-sale financial asset the full amount of the impairment, including any amount previously recognized in other comprehensive income, is recognized in profit or loss.


5.

EQUIPMENT


 

 

 

Equipment

 

Cost

 

 

 

As at September 30, 2012

$

5,500

 

Assets acquired

 

2,722

 

As at September 30, 2013

 

8,222

 

Assets acquired

 

-

 

As at December 31, 2013

$

8,222

 

Accumulated depreciation

 

 

 

As at September 30, 2012

$

2,227

 

Depreciation for the year

 

1,731

 

As at September 30, 2013

 

3,958

 

Depreciation for the period

 

443

 

As at December 31, 2013

$

4,401

 

Net book value

 

 

 

As at September 30, 2013

$

4,264

 

As at December 31, 2013

$

3,821



 

- 132 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS


The Company follows the prospect generator model whereby it acquires projects on attractive terms, adds value through preliminary exploration efforts and then vends or options the project for further advancement.


The Company has properties in the Yukon Territory of Canada (the “Canadian Properties”), in Mexico (the “Mexican Properties”) and in Nevada, USA (the “American Properties”).  Following are summary tables of exploration and evaluation assets and brief summary descriptions of each of the exploration and evaluation assets:



 

- 133 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued

Exploration and Evaluation Assets for the period ended December 31, 2013

 

Canadian

Mexican

American

 

 

Growth Pipeline

Key Properties

Growth Pipeline

Growth Pipeline

 

 

 

Erika

Yago

Other properties

 

Total

Acquisition costs at September 30,

2013


$     1,637,375


$       638,971


$       165,000


$         30,250


$          24,750


$   2,496,346

Holding

411

-

-

-

-

411

Exchange adjustments

-

14,884

-

-

-

14,884

Total acquisition costs

1,637,786

653,855

165,000

30,250

24,750

2,511,641

Exploration expenditures as at

September 30, 2013


4,096,182


1,665,632


49,500


525


93,032


5,904,871

Camp, travel and meals

949

-

2,476

-

-

3,425

Field supplies and maps

93

-

1,631

-

-

1,724

Geological consulting

-

2,773

12,969

-

-

15,742

Reporting, drafting, sampling and

analysis


1,020


525


681


-


-


2,226

Exchange adjustments

-

1,512

-

-

-

1,512

Total exploration expenditures

4,098,244

1,670,442

67,257

525

93,032

5,929,500

Exploration expenditures recovered as

at September 30, 2013

 

 

 

 

 

 

Recovered from Optionee

(426,500)

(49,500)

-

-

-

(476,000)

Yukon Mining Incentive Refund

(115,900)

-

-

-

-

(115,900)

Excess recovered

98,746

-

-

-

-

98,746

Write-off of properties

(688,931)

-

-

(15,650)

-

(704,581)

Cumulative expenditures as at

December 31, 2013


4,603,445


2,274,797


232,257


15,125


117,782


7,243,406

Cumulative expenditures as at

September 30, 2013


4,600,972


2,255,103


214,500


15,125


117,782


7,203,482

Net expenditures for the period ended

December 31, 2013


$         2,473


$        18,694


$        17,757


$                    -


$                -


$        39,924



 

- 134 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued

Cumulative Exploration and Evaluation Assets to December 31, 2013

 

Canadian

Mexican

American

 

 

Growth Pipeline

Key Properties

Growth Pipeline

Growth Pipeline

 

 

 

Erika

Yago

Other properties

 

Total

Acquisition costs

 

 

 

 

 

 

Holding

$        53,577

$       428,960

$                 -

$                   -

$                     -

$      482,537

Property acquisition

1,141,531

216,562

165,000

30,250

24,750

1,578,093

Staking

442,267

-

-

-

-

442,267

Exchange adjustments

-

8,333

-

-

-

8,333

Total acquisition costs

1,637,375

653,855

165,000

30,250

24,750

2,511,641

 

 

 

 

 

 

 

Exploration expenditures

 

 

 

 

 

 

Airborne geophysics

123,843

-

-

-

-

123,843

Aircraft charter

844,971

-

-

-

-

844,971

Camp, travel and meals

336,896

32,483

15,315

-

7,883

392,577

Community relations

125,784

10,503

-

-

-

136,287

Drilling

732,620

654,932

-

-

-

1,387,552

Field supplies & overhead

78,244

22,479

7,342

-

-

108,065

Geochemical

18,208

9,700

-

-

-

27,908

Geological

679,785

540,837

-

-

-

1,220,622

Geological consulting

562,995

124,889

36,344

-

27,709

751,937

Ground geophysics

43,141

34,325

-

-

-

77,466

Legal

56,730

-

-

-

-

56,730

License and permits

18,412

2,354

-

-

36,046

56,812

Reporting, drafting, sampling and

analysis


476,615


235,831


8,256


525


21,394


742,621

Exchange adjustments

-

2,109

-

-

-

2,109

Total exploration expenditures

4,098,244

1,670,442

67,257

525

93,032

5,929,500

 

 

 

 

 

 

 

Exploration expenditures recovered

 

 

 

 

 

 

Recovered from Optionee/Transferee

(426,500)

(49,500)

-

-

-

(476,000)

Yukon Mining Incentive Refund

(115,900)

-

-

-

-

(115,900)

Excess recovered

98,746

-

-

-

-

98,746

Write-off of properties

(688,931)

-

-

(15,650)

-

(704,581)

Total property expenditures as at

December 31, 2013


$   4,603,445


$   2,274,797


$   232,257


$      15,125


$   117,782


$   7,243,406



 

- 135 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued

Exploration and Evaluation Assets for the year ended September 30, 2013

 

Canadian

Mexican

American

 

 

Growth Pipeline

Key Properties

Growth Pipeline

Growth Pipeline

 

 

 

 

 

 

 

 

 

 

Erika

Yago

Other properties

 

Total

Acquisition costs at September 30,

2012


$     1,629,772


$       494,257


$                 -


$                   -


$                     -


$   2,124,029

Holding

7,603

139,244

-

-

-

146,847

Property acquisition

-

-

165,000

30,250

24,750

220,000

Exchange adjustments

-

5,470

-

-

-

5,470

Total acquisition costs

1,637,375

638,971

165,000

30,250

24,750

2,496,346

Exploration expenditures as at

September 30, 2012


3,923,091


1,664,765


-


-


-


5,587,856

Camp, travel and meals

9,402

-

12,839

-

7,883

30,124

Community relations

18,049

-

-

-

-

18,049

Field supplies and maps

2,730

-

5,711

-

-

6,441

Geological consulting

17,732

-

23,375

-

27,709

68,816

Legal

56,730

-

-

-

-

56,730

License and permits

150

-

-

-

36,046

36,196

Reporting, drafting, sampling and

analysis


68,298


-


7,575


525


21,394


97,792

Exchange adjustments

-

867

-

-

-

867

Total exploration expenditures

4,096,182

1,665,632

49,500

525

93,032

5,904,871

Exploration expenditures recovered as

at September 30, 2012

 

 

 

 

 

 

Recovered from Optionee

(426,500)

-

-

-

-

(426,500)

Yukon Mining Incentive Refund

(115,900)

-

-

-

-

(115,900)

Excess recovered

98,746

-

-

-

-

98,746

Recovered from Optionee

-

(49,500)

-

-

-

(49,500)

Write-off of properties

(688,931)

-

-

(15,650)

-

(704,581)

Cumulative expenditures as at

September 30, 2013


4,600,972


2,255,103


214,500


15,125


117,782


7,203,482

Cumulative expenditures as at

September 30, 2012


5,109,209


2,159,022


-


-


-


7,268,231

Net expenditures (recoveries) for the year ended September 30, 2013


$    (508,237)


$        96,081


$   214,500


$     15,125


$    117,782


$      (64,749)



 

- 136 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued

Cumulative Exploration and Evaluation Assets to September 30, 2013

 

Canadian

Mexican

American

 

 

Growth Pipeline

Key Properties

Growth Pipeline

Growth Pipeline

 

 

 

 

 

 

 

 

 

 

Erika

Yago

Other properties

 

Total

Acquisition costs

 

 

 

 

 

 

Holding

$        53,577

$       428,960

$                 -

$                   -

$                     -

$      482,537

Property acquisition

1,141,531

216,562

165,000

30,250

24,750

1,578,093

Staking

442,267

-

-

-

-

442,267

Exchange adjustments

-

(6,551)

-

-

-

(6,551)

Total acquisition costs

1,637,375

638,971

165,000

30,250

24,750

2,496,346

 

 

 

 

 

 

 

Exploration expenditures

 

 

 

 

 

 

Airborne geophysics

123,843

-

-

-

-

123,843

Aircraft charter

844,971

-

-

-

-

844,971

Camp, travel and meals

335,947

32,483

12,839

-

7,883

389,152

Community relations

125,784

10,503

-

-

-

136,287

Drilling

732,620

654,932

-

-

-

1,387,552

Field supplies & overhead

78,151

22,479

5,711

-

-

106,341

Geochemical

18,208

9,700

-

-

-

27,908

Geological

679,785

540,837

-

-

-

1,220,622

Geological consulting

562,995

122,116

23,375

-

27,709

736,195

Ground geophysics

43,141

34,325

-

-

-

77,466

Legal

56,730

-

-

-

-

56,730

License and permits

18,412

2,354

-

-

36,046

56,812

Reporting, drafting, sampling and analysis


475,595


235,306


7,575


525


21,394


740,395

Exchange adjustments

-

597

-

-

-

597

Total exploration expenditures

4,096,182

1,665,632

49,500

525

93,032

5,904,871

 

 

 

 

 

 

 

Exploration expenditures recovered

 

 

 

 

 

 

Recovered from Optionee/Transferee

(426,500)

(49,500)

-

-

-

(476,000)

Yukon Mining Incentive Refund

(115,900)

-

-

-

-

(115,900)

Excess recovered

98,746

-

-

-

-

98,746

Recovered from Optionee

-

(49,500)

-

-

-

(49,500)

Write-off of properties

(688,931)

-

-

(15,650)

-

(704,581)

Total property expenditures as at September 30, 2013

$   4,600,972

$   2,255,103

$   214,500

$      15,125

$   117,782

$   7,203,482



 

- 137 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Mexico – Key Properties


a)

Erika Property (Guerrero State)


The Erika Property was purchased from Almaden Minerals Ltd, (“Almaden”) and is located in Guerrero State, Mexico, south of Mexico City. Almaden has a 2% Net Smelter Return (“NSR”) royalty on future production from mineral claims purchased from them.


On February 5, 2013, the Company announced that it had signed an option/joint venture agreement with Osisko Mining Corporation (“Osisko”), whereby the Company has granted Osisko the right to earn up to a 75% interest in the Erika property by funding exploration and development of the property and making cash payments to the Company.  The property consists of two registered claims located in Guerrero State, Mexico, held by the Company’s Mexican subsidiary Minera Tarsis S.A. de C.V.


Osisko can earn an initial 51% interest in the Erika property by making the following cash payments to the Company:


 

 

Cash  (US$)

 

Cumulative Exploration Work Commitments (US$)

 

Upon Signing

$       50,000

Paid

-

 

By January 28, 2014

100,000

 

$     500,000

 

By January 28, 2015

150,000

 

$  1,250,000

 

By January 28, 2016

300,000

 

$  2,250,000

 

By January 28, 2017

400,000

 

$  4,000,000

 

 

 

 

 

 

TOTAL

$  1,000,000

 

 


After the initial 51% interest has been earned, Osisko can elect to earn an additional 24% interest (total 75%) by funding and delivering a Feasibility Study.  Osisko can also accelerate these payments at its option in order to earn in sooner. Osisko is the operator of the project during the initial earn in phase and during the joint venture as long as it has at least a 50% interest in the project.


On December 18, 2013, Osisko terminated the option agreement in regards to the Erika property and returned the Erika property to the Company.  Prior to the return, Osisko had incurred mineral property expenditure of approximately $500,000 and paid the Company US$50,000 in cash.



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Mexico – Key Properties – continued


b)

Yago Property (Nayarit State)


On June 10, 2013, the Yago property was purchased from Almaden, and is located in Nayarit State, Mexico. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the Yago property together with four other properties in Mexico and two properties in Nevada, USA.


The value of the shares issued to Almaden on acquisition of the seven properties was allocated amongst the properties on a pro-rata basis, based on Almaden’s total capitalized carrying value of the properties immediately preceding transfer.


In addition, areas of influence will be outlined in Mexico, where Almaden will provide its proprietary data and concepts to the Company.  In return, the Company will issue 200,000 shares to Almaden for each new property acquired within the area of influence.  The Company will issue a further 800,000 shares to Almaden upon the first time disclosure of a mineral resource on each and any of the new properties.


Canada – Growth Pipeline Properties


c)

Burns Property


The Burns property is located in the western Yukon, north of Haines Junction.  The Company owns a 100% interest in the Burns Property, acquired through staking.


During the year ended September 30, 2013, the Company determined that the property was unlikely to attract an exploration optionee or purchaser and since the Company did not work on the property during the period, and has not planned any further exploration efforts going forward, the property was written off as at September 30, 2013.


d)

Goz Creek Property


The Goz Creek property was purchased from Almaden and is located northeast of Whitehorse near Mayo. Almaden has a 2% NSR royalty on future production from mineral claims purchased from them.


e)

Meister River Property


The Meister River property was purchased from Almaden and is located between Teslin and Watson Lake, Yukon.  Almaden has a 2% NSR royalty on future production from mineral claims purchased from them.


During the year ended September 30, 2013, the Company determined that the property was unlikely to attract an exploration optionee or purchaser and since the Company did not work on the property during the period, and has not planned any further exploration efforts going forward, the property was written off as at September 30, 2013.



 

- 139 -

 

 

 

 



TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Canada – Growth Pipeline Properties - continued


f)

MOR Property


The MOR property was purchased from Almaden and is located between Teslin and Watson Lake, Yukon. Almaden has a 2% NSR royalty on future production from mineral claims purchased from them.


On September 9, 2009 the Company acquired a 100% interest in the Highway property, an expansion to the MOR property. The Company has agreed to grant Strategic Metals Ltd. (TSXV: SMD) (“Strategic”) a 2% NSR royalty on any future production from the mineral claims acquired from them.


g)

Prospector Mountain Property


Prospector Mountain was purchased from Almaden and is located in the central Yukon. Almaden has a 2% NSR royalty on future production from mineral claims purchased from them. At any time after any production commences, the Company may repurchase ½ of the NSR from Almaden for fair value as determined by an independent valuator.


The Company will also issue to Almaden 500,000 common shares upon receipt of a positive bankable feasibility study for the property.


On December 15, 2009, the Company signed an option agreement with Silver Quest Resources Ltd. (TSXV:SQI) (“Silver Quest”), whereby Silver Quest was able to earn up to a 70% interest in the property. During the eleven months ended September 30, 2011, Silver Quest was taken over and the project was transferred to Independence Gold Corp. (TSXV:IGO) (“Independence”), which subsequently returned the project to the Company in April 2012.  Prior to the takeover, Silver Quest had incurred its December 31, 2010 mineral property expenditure commitments of at least $350,000, paid the Company $100,000 in cash and had issued 200,000 SQI shares to the Company.


As at September 30, 2013, the Company has reclassified the Prospector Mountain property as a Growth Pipeline exploration and evaluation asset as it makes a conscious effort to focus the Company’s available capital on properties with the greatest potential interest by a mid to large-sized resource company as a venture partner or acquirer.  


h)

Rogue Property


The Rogue property is located east of Mayo, Yukon.  The Company owns a 100% interest in the Rogue property, acquired by staking.


During the year ended September 30, 2013, the Company determined that the property was unlikely to attract an exploration optionee or purchaser and since the Company did not work on the property during the period, and has not planned any further exploration efforts going forward, the property was written off as at September 30, 2013.



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Canada – Growth Pipeline Properties - continued


i)

Rosie Property


The Rosie property is located in eastern Yukon, northwest of Haines Junction.  The Company owns a 100% interest in the Rosie property, acquired by staking.


During the year ended September 30, 2013, the Company determined that the property was unlikely to attract an exploration optionee or purchaser and since the Company did not work on the property during the period, and has not planned any further exploration efforts going forward, the property was written off as at September 30, 2013.


j)

Tim Property


The Tim property was purchased from Almaden and is located between Teslin and Watson Lake, Yukon. Almaden has a 2% NSR royalty on future production from mineral claims purchased from them.


During the year ended October 31, 2007, the Company entered into an agreement with ACME Resources Inc. (“ACME”) (formerly International KRL Resources). During the year ended October 31, 2008, ACME spent $884,066 on exploration of the property (ACME called the property “Wolf”). In addition, ACME issued to the Company 46,666 common shares. An additional 20,000 common shares were issued to the Company during the year ended October 31, 2009. On November 18, 2010, the Company announced that ACME had withdrawn from the option agreement on the Tim property and that they have returned the claims to the Company in good standing until 2013. As at September 30, 2013, the Company has recorded a recovery of $40,500 from the optionee.


k)

White River Property


The White River property is located in the Yukon, northwest of Whitehorse. The Company owns a 100% interest in the White River property, acquired through staking.


On April 18, 2012, the Company signed an option agreement with Driven Capital Corp. (“Driven”) with respect to the White River Property. Under the terms of the agreement, Driven was able to earn a 60% interest in the White River Property by completing the following commitments before January 15, 2016:


·

Making cash payments to the Company totalling $400,000

·

Issuing 2,000,000 common shares to the Company

·

Completing $4,250,000 in exploration expenditures on the property; $500,000 of which is due in year one.


The Company was able to retain a 2% NSR royalty on any mineral produced from the property, half of which could be purchased by Driven for $2,000,000.


During the year ended September 30, 2012, the Company received $50,000 and 250,000 common shares valued at $20,000 pursuant to the agreement with Driven.



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Canada – Growth Pipeline Properties - continued


k)

White River Property - continued


On October 22, 2012, the White River First Nation (“WRFN”), one of two First Nations which assert traditional territory in the White River area, filed a petition in the Supreme Court of Yukon. The petition challenges the Yukon Government’s decision to approve the proposed Class 3 exploration activities of the Company on the White River property, primarily on the basis of inadequate consultation by the Yukon Government.  The Company is named as a Respondent in the petition, however all relief requested by the WRFN is from the Yukon Government.


The Company believes it has behaved appropriately, responsibly and in accordance with all legal and regulatory requirements in its dealings with both First Nations regarding the White River property. On July 5, 2013, Justice Vale of the Supreme Court of Yukon supported the WRFN which indicates to the Company that there is work to be done between the Yukon Government and the WRFN with respect to defining a mutually acceptable consultation process.


In February 2013, Driven returned the White River project to the Company. The Company plans to assimilate the data collected by Driven and determine the most effective means to advance the project.


As at September 30, 2013, the Company evaluated the White River project and decided to reclassify it from Key property to Growth Pipeline property.  This is due to the Company’s conscious effort to focus the Company’s available capital on properties with the greatest potential for interest by a mid to large-sized resource company as a venture partner or acquirer.  


Mexico – Growth Pipeline Properties


l)

Gallo de Oro Property


On June 10, 2013, the Gallo de Oro property was purchased from Almaden, and is located in Nayarit State, Mexico. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the Gallo de Oro property together with four other properties in Mexico and two properties in Nevada, USA.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


Mexico – Growth Pipeline Properties – continued


m)

Mezquites Property


On June 10, 2013, the Mezquites property was purchased from Almaden, and is located in Nayarit State, Mexico. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the Mezquites property together with four other properties in Mexico and two properties in Nevada, USA.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).


During the year ended September 30, 2013, the Company determined that the property was unlikely to attract an exploration optionee or purchaser and since the Company did not work on the property during the period, and has not planned any further exploration efforts going forward, the property was written off as at September 30, 2013.


n)

San Pedro Property


On June 10, 2013, the San Pedro property was purchased from Almaden, and is located in Nayarit State, Mexico. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the San Pedro property together with four other properties in Mexico and two properties in Nevada, USA.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).


o)

Llano Grande Property


On June 10, 2013, the Llano Grande property was purchased from Almaden, and is located in Nayarit State, Mexico. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the Llano Grande property together with four other properties in Mexico and two properties in Nevada, USA.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


6.

EXPLORATION AND EVALUATION ASSETS – continued


USA – Growth Pipeline Properties


p)

BP Property


On June 10, 2013, the BP property was purchased from Almaden, and is located in Nevada, USA. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the BP property together with another property in Nevada, USA and five properties in Mexico.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).


q)

Black Jack Springs (“BJS”) Property


On June 10, 2013, the BJS property was purchased from Almaden, and is located in Nevada, USA. Almaden has a 2% NSR royalty on future production from mineral claims purchased from it. On July 25, 2013, the Company issued 4,000,000 common shares at a price of $0.055 per share to Almaden as consideration for the BJS property together with another property in Nevada, USA and five properties in Mexico.


Additional common shares will be issued to Almaden based on the receipt of proprietary data and a final tranche of shares may be issued on first time disclosure of a mineral resource (Note 6(b)).



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


7.

SHARE CAPITAL


a)

Authorized:


As at December 31, 2013, the authorized share capital is comprised of an unlimited number of common shares without par value and an unlimited number of preferred shares issuable in series.  All issued shares are fully paid.


b)

Issued:


During the year ended September 30, 2013, the Company:


i)

Completed a non-brokered private placement on October 3, 2012 by issuing 6,870,000 units (“Unit”) at a price of $0.15 per Unit for gross proceeds of $1,030,500. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 36 month period at a price of $0.25. In connection with the financing, the Company paid $35,363 as a cash finder’s fee and issued 471,500 finder’s warrants, each of which is exercisable into a Unit at a price of $0.15 for a period of 36 months. The value of the finder’s warrants was determined to be $40,015 and was calculated using the Black-Scholes option pricing model.  Insiders participated in the offering for a total of 400,000 Units for gross proceeds of $60,000. Under the residual value approach, $137,400 was assigned to the warrant component of the Units. The Company incurred additional share issue costs of $16,186 in connection with this financing.


ii)

Issued 4,000,000 common shares to Almaden at a price of $0.055 per share for a total consideration of $220,000 to pay for seven exploration and evaluation asset properties (see Note 6).


During the period ended December 31, 2013, the Company:


iii)

Completed a non-brokered private placement on December 16, 2013 by issuing 4,836,666 units (“Unit”) at a price of $0.075 per Unit for gross proceeds of $362,750. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 36 month period at a price of $0.15.  Insiders participated in the offering for a total of 943,333 Units for gross proceeds of $70,750.  Under the residue value approach, $24,183 was assigned to the warrant component of the Units. The Company incurred share issued costs of $15,689 in connection with this financing.



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


8.

STOCK OPTIONS AND WARRANTS


a)

Stock option compensation plan


The Company grants stock options to directors, officers, employees and consultants pursuant to the Company’s Stock Option Plan (the “Plan”).  The number of options that may be issued pursuant to the Plan are limited to 10% of the Company’s issued and outstanding common shares and to other restrictions with respect to any single participant (not greater than 5% of the issued common shares) or any one consultant (not greater than 2% of the issued common shares).


Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than one quarter of the options vesting in any 3 month period.  


Vesting provisions may also be applied to other option grants, at the discretion of the directors.  Options issued pursuant to the Plan will have an exercise price as determined by the directors, and permitted by the TSX-V, at the time of the grant. Options have a maximum expiry date of 5 years from the grant date.


Stock option transactions and the number of stock options for the three months ended December 31, 2013 are summarized as follows:


 


Expiry date

Exercise

price

September 30,

2013


Granted


Exercised

Expired/

cancelled

December 31,

2013

 

December 11, 2013

$0.10

275,000

-

-

(275,000)

-

 

October 5, 2014

$0.30

100,000

-

-

-

100,000

 

June 23, 2015

$0.20

100,000

-

-

-

100,000

 

October 1, 2015

$0.59

865,000

-

-

-

865,000

 

May 4, 2016

$0.61

425,000

-

-

-

425,000

 

May 7, 2017

$0.26

645,000

-

-

(10,000)

635,000

 

Options outstanding

 

2,410,000

-

-

(285,000)

2,125,000

 

Options exercisable

 

2,410,000

-

-

-

2,125,000

 

Weighted average

exercise price

 


$0.42


$Nil


$Nil


$0.11


$0.46


As at December 31, 2013, the weighted average contractual remaining life of options is 2.29 years (September 30, 2013 – 2.28 years).  The weighted average fair value of stock options granted during the three months ended December 31, 2013 was $Nil (2012 - $Nil).



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


8.

STOCK OPTIONS AND WARRANTS – continued


a)

Stock option compensation plan – continued


Stock option transactions and the number of stock options for the year ended September 30, 2013 are summarized as follows:


 


Expiry date

Exercise

price

September 30,

2012


Granted


Exercised

Expired/

cancelled

September 30,

2013

 

January 25, 2013

$0.70

165,000

-

-

(165,000)

-

 

December 11, 2013*

$0.10

275,000

-

-

-

275,000

 

October 5, 2014

$0.30

100,000

-

-

-

100,000

 

June 23, 2015

$0.20

100,000

-

-

-

100,000

 

October 1, 2015

$0.59

865,000

-

-

-

865,000

 

May 4, 2016

$0.61

425,000

-

-

-

425,000

 

May 7, 2017*

$0.26

645,000

-

-

-

645,000

 

Options outstanding

 

2,575,000

-

-

(165,000)

2,410,000

 

Options exercisable

 

2,575,000

-

-

(165,000)

2,410,000

 

Weighted average

exercise price

 


$0.44


$Nil


$Nil


$0.70


$0.42


The weighted average assumptions used to estimate the fair value of options for the three months ended December 31, 2013 and 2012 were as follows:


 

 


December 31, 2013


December 31, 2012

 

Risk-free interest rate

n/a

n/a

 

Expected life

n/a

n/a

 

Expected volatility

n/a

n/a

 

Expected dividend yield

n/a

n/a


b)

Warrants


The continuity of warrants for the three months ended December 31, 2013 is as follows:


 


Expiry date

Exercise

price

September 30,

2013


Issued


Exercised


Expired

December 31,

2013

 

October 3, 2015

$0.25

6,870,000

-

-

-

6,870,000

 

December 16, 2016

$0.15

-

4,836,666

-

-

4,836,666

 

Outstanding

 

6,870,000

4,836,666

-

-

11,706,666

 

Weighted average

exercise price

 


$0.25


$0.15


$Nil


$Nil


$0.21


As at December 31, 2013, the weighted average contractual remaining life of warrants is 2.25 years (September 30, 2013 – 2.01 years).



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


8.

STOCK OPTIONS AND WARRANTS – continued


b)

 Warrants – continued


The continuity of warrants for the year ended September 30, 2013 is as follows:


 


Expiry date

Exercise

price

September 30,

2012


Issued


Exercised


Expired

September 30,

2013

 

April 1, 2013

$0.50

4,100,000

-

-

(4,100,000)

-

 

August 10, 2013

$0.40

2,400,000

-

-

(2,400,000)

-

 

October 3, 2015

$0.25

-

6,870,000

-

-

6,870,000

 

Outstanding

 

6,500,000

6,870,000

-

(6,500,000)

6,870,000

 

Weighted average

exercise price

 


$0.46


$0.25


$Nil


$0.46


$0.25


c)

Finder’s warrants


The continuity of finder’s warrants for the three months ended December 31, 2013 is as follows:

 


Expiry date

Exercise

price

September 30,

2013


Issued


Exercised


Expired

December 31,

2013

 

October 3, 2015

$0.15

471,500

-

-

-

471,500

 

Outstanding

 

471,500

-

-

-

471,500

 

Weighted average

exercise price

 


$0.15


$Nil


$Nil


$Nil


$0.15


As at December 31, 2013, the weighted average contractual remaining life of finder’s warrants is 1.76 years (September 30, 2013 – 2.01 years).


The continuity of finder’s warrants for the year ended September 30, 2013 is as follows:

 


Expiry date

Exercise

price

September 30,

2012


Issued


Exercised


Expired

September 30,

2013

 

August 10, 2013

$0.25

105,000

-

-

(105,000)

-

 

October 3, 2015

$0.15

-

471,500

-

-

471,500

 

Outstanding

 

105,000

471,500

-

(105,000)

471,500

 

Weighted average

exercise price

 


$0.25


$0.15


$Nil


$0.25


$0.15


The weighted average assumptions used to estimate the fair value of finder’s warrants for the three months ended December 31, 2013 and 2012 were as follows:


 

 


December 31, 2013


December 31, 2012

 

Risk-free interest rate

n/a

1.14%

 

Expected life

n/a

3 years

 

Expected volatility

n/a

112.71%

 

Expected dividend yield

n/a

nil



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


9.

RELATED PARTY TRANSACTIONS


The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:


For the three months ended December 31, 2013

 

 

Short-term

employee

benefits

Post-

employment

benefits

Other long-

term

benefits


Termination

benefits

Share-

based

payments



Total

 

Marc G. Blythe

Chief Executive

Officer, Director (c)



$       43,750



$           Nil



$             Nil



$            Nil



$            Nil



$      43,750


For the three months ended December 31, 2012

 

 

Short-term

employee

benefits

Post-

employment

benefits

Other long-

term

benefits


Termination

benefits

Share-

based

payments



Total

 

Marc G. Blythe

Chief Executive

Officer, Director (c)



$       39,900



$           Nil



$             Nil



$            Nil



$            Nil



$      39,900


Related party transactions and balances

 

 

 


Three months ended


Balance due

 

 



Services


December 31,

2013


December 31,

2012

As at

December 31,

2013

As at

December 31,

2012

 

Amounts due to:

 

 

 

 

 

 


Marc. G. Blythe

Management fees

and wages


$     43,750


$     39,900


$                 -


$       14,909

 




Pacific Opportunity

Capital Ltd. (a)

Accounting,

financing and

shareholder

communication

services





$     41,103





$     29,580





$       27,300





$       18,375

 


Almaden Minerals

Ltd. (b)

Rent, insurance,

office facilities and

expenses



$       12,300



$       12,892



$       12,915



$       14,324

 

TOTAL:

 

 

 

$       40,215

$       47,608

(a) The president of Pacific Opportunity Capital Ltd., a private company, is the Chief Financial Officer of the Company.

(b) A director of Almaden Minerals Ltd., a public company, is an officer of the Company.  4,000,000 common shares were issued to Almaden during the year ended September 30, 2013 as consideration for seven properties as detailed in Note 6.

(c) Marc Blythe became an employee of the Company effective January 1, 2013.



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


10.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS


The significant non-cash investing and financing transactions during the three months ended December 31, 2013 were as follows:

·

As at December 31, 2013, a total of $245 in exploration and evaluation asset costs were included in accounts payable and accrued liabilities.

·

The Company recorded $24,183 as the residual fair value of share purchase warrants associated with a private placement financing completed.


The significant non-cash investing and financing transactions during the three months ended December 31, 2012 were as follows:

·

As at December 31, 2012, a total of $8,142 in exploration and evaluation asset costs were included in accounts payable and accrued liabilities.

·

The Company recorded $40,015 in share issue costs related to the issue of finder’s warrants pursuant to the private placement financing completed.

·

The Company recorded $137,400 as the residual fair value of share purchase warrants associated with a private placement financing completed.


11.

SEGMENTED INFORMATION


The Company has one reportable operating segment, that being the acquisition and exploration of mineral properties.  Geographical information is as follows:


 

 

 December 31,

 2013

 September 30,

 2013

 

Exploration and evaluation assets

 

 

 

Canada

$       4,603,445

$       4,600,972

 

Mexico

         2,522,179

         2,484,728

 

USA

            117,782

            117,782

 

 

 

 

 

 Total

$       7,243,406

$       7,203,482

All of the Company’s equipment is located in Canada.


12.

FINANCIAL INSTRUMENTS


The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and commodity price risk.


(a)

Currency risk


The Company’s property interests in Mexico make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows.  The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. The Company’s exploration program, some of its general and administrative expenses and financial instruments denoted in a foreign currency are exposed to currency risk.  A 10% change in the Mexican peso / Canadian dollar currency rate changes the results of operations by approximately $400.



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


12.

FINANCIAL INSTRUMENTS – continued


(b)

Credit risk


Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to the liquidity of its cash. The Company limits exposure to credit risk by maintaining its cash with a large Canadian financial institution. The Company’s receivables consist of goods and services/harmonized sales tax due from the federal government of Canada.


(c)

Liquidity risk


Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash. The Company believes that these sources will be sufficient to cover the likely short-term cash requirements, but that further funding will be required for significant asset acquisition and development, and to meet long-term operating requirements. The Company manages liquidity risk through the management of its capital structure (Note 13).


Accounts payable and accrued liabilities are due within the current operating period.


(d)

Market risk


Market risks to which the Company is exposed include unfavorable movements in commodity prices, interest rates, and foreign exchange rates.  As at December 31, 2013, the Company has no producing assets and holds the majority of its cash in secure, Canadian dollar-denominated deposits.  Consequently, its exposure to these risks has been significantly reduced, but as the Company redeploys its cash, exposure to these risks may increase. The objective of the Company is to mitigate exposure to these risks while maximizing returns.


The Company may from time-to-time own available-for-sale marketable securities, in the mineral resource sector. Changes in the future pricing and demand of these commodities can have a material impact on the market value of the investments. The nature of such investments is normally dependent on the invested company being able to raise additional capital to further develop and to determine the commercial viability of its resource properties. Management mitigates the risk of loss resulting from this concentration by monitoring the trading value of the investments on a regular basis.


i)

Interest rate risk


As at December 31, 2013, the Company’s exposure to movements in interest rates was limited to potential decreases in interest income from changes to the variable portion of interest rates for its cash.  Market interest rates in Canada are at historically low levels, so management does not consider the risk of interest rate declines to be significant, but should such risks increase, the Company may mitigate future exposure by entering into fixed-rate deposits.



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


12.

FINANCIAL INSTRUMENTS – continued


(d)

Market risk – continued


ii)

Foreign exchange risk


The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company may maintain cash and other financial instruments, or may incur revenues and expenditures in currencies other than the Canadian dollar. Significant changes in the currency exchange rates between the Canadian dollar relative to these foreign currencies, which may include but are not limited to US dollars and the Mexican peso, could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.


(e)

Commodity price risk


The ability of the Company to develop its mineral properties and the future profitability of the Company are directly related to the market price of minerals such as gold, zinc, lead and copper. The Company’s input costs are also affected by the price of fuel.  The Company closely monitors mineral and fuel prices to determine the appropriate course of action to be taken by the Company.


IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:


Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;


Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and


Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).


The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy.


 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

Cash

$

193,862

$

-

$

-

$

193,862

 

Marketable securities

$

1,250

$

-

$

-

$

1,250

 

 

$

195,112

$

-

$

-

$

195,112



 

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TARSIS RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2013 AND 2012

(Unaudited, presented in Canadian Dollars)


13.

MANAGEMENT OF CAPITAL RISK


The Company considers items included in shareholders’ equity as capital.  The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.


The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.  To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents.


In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.  


In order to maximize ongoing development efforts, the Company does not pay out dividends.  The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regard to the expected timing of expenditures from continuing operations.



 

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Signature Page


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.



Tarsis Resources Ltd.

Registrant


Dated: April 23, 2014

Signed:   /s/  “ Marc G. Blythe

 

Marc G. Blythe

President and CEO




 

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[CERTIFICATEOFINCORPORATIO001.JPG]






BY-LAW NO. 1


A by-law relating generally to
the transaction of the business
and affairs of


TARSIS CAPITAL CORP.
[PUBLIC]
(hereinafter referred to as the "Corporation")

DIRECTORS AND OFFICERS


1.

Calling of and Notice of Meetings - Meetings of the board shall be held at such place and time and on such day as the chairman of the board, president, chief executive officer or a vice-president, if any, or any two directors may determine. Notice of meetings of the board shall be given to each director not less than 48 hours before the time when the meeting is to be held. Each newly elected board may without notice hold its first meeting for the purposes of organization and the appointment of officers immediately following the meeting of shareholders at which such board was elected.


2.

Quorum - Subject to the residency requirements contained in the Business Corporations Act, the quorum for the transaction of business at any meeting of the board shall consist of a majority of the number of directors then elected or appointed, or such greater or lesser number of directors as the board may from time to time determine.


3.

Place of Meeting - Meetings of the board may be held in or outside Canada.


4.

Votes to Govern - At all meetings of the board every question shall be decided by a majority of the votes cast on the question; and in case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote.


5.

Audit Committee - When required by the Business Corporations Act the board shall, and at any other time the board may, appoint annually from among its number an Audit Committee to be composed of not fewer than time (3) directors of whom a majority shall not be officers or employees of the Corporation or its affiliates. The Audit Committee shall have the powers and duties provided in the Business Corporations Act and any other powers delegated by the board.


6.

Interest of Directors and Officers Generally in Contracts - No director or officer shall be disqualified by his office from contracting with the Corporation nor shall any contract or transaction entered into by or on behalf of the Corporation with any director or officer or in which any director or officer is in any way interested be liable to be voided nor shall any director or officer so contracting or being so interested be liable to account to the Corporation for any profit realized by any such contract or transaction by reason of such director or officer holding that office or of the fiduciary relationship thereby established; provided that the director or officer shall have complied with the provisions of the Business Corporations Act.


7.

Appointment of Officers - Subject to the articles and any unanimous shareholder agreement, the board may from time to time appoint a president, chief executive officer, chief financial officer, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Business Corporations Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to the provisions of this by-law, an officer may but need not be a director and one person may hold more than one office.


8.

Chairman of the Board - The board may from time to time also appoint a chairman of the board who shall be a director. If appointed, the board may assign to him any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president; and he shall, subject to the provisions of the Business Corporations Act, have such other powers and duties as the board may specify. During the absence or disability of the chairman of the board, his duties shall be performed and his powers exercised by the managing director, if any, or by the president.


9.

Managing Director - The board may from time to time appoint a managing director who shall be a resident Canadian and a director. If appointed, he shall have such powers and duties as the board may specify.


10.

President - If appointed, the president shall be the chief operating officer and, subject to the authority of the board, shall have general supervision of the business of the Corporation; and he shall have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.


11.

Vice-President - A vice-president shall have such powers and duties as the board or the chief executive officer may specify.


12.

Secretary - The secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the board or the chief executive officer may specify.


13.

Treasurer - The treasurer shall keep proper accounting records in compliance with the Business Corporations Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board whenever required an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as the board or the chief executive officer may specify.


14.

Agents and Attorneys - The board shall have the power from time to time to appoint agents and attorneys for the Corporation in or outside Canada with such powers as the board sees fit.


SHAREHOLDERS' MEETINGS


15.

Quorum - Unless and until shares of the Corporation are sold to the public, subject to the requirements of the Business Corporations Act, a quorum for the transaction of business at any meeting of shareholders, irrespective of the number of persons actually present at the meeting, shall be one person present in person being a shareholder entitled to vote thereat or a duly appointed representative or proxyholder for an absent shareholder so entitled, and holding or representing in the aggregate not less than a majority of the outstanding shares of the Corporation entitled to vote at the meeting.


At such time as shares of the Corporation have been sold to the public, the quorum for the transaction of business at any meeting of the shareholders shall consist of at least two persons holding or representing by proxy not less than five (5%) percent of the outstanding shares of the Corporation entitled to vote at the meeting.


16.

Votes to Govern - At any meeting of shareholders every question shall, unless otherwise required by the Business Corporations Act, be determined by the majority of votes cast on the question. In case of an equality of votes either upon a show of hands, a poll or any other manner permitted by the Business Corporations Act, the chairman of the meeting shall not be entitled a second or casting vote.


17.

Show of Hands - Subject to the provisions of the Business Corporations Act, any question at a meeting of shareholders shall be decided by a show of hands or any other manner permitted by the Business Corporations Act unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or canied by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.


18.

Ballots - On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands or other form of voting has been taken thereon, any shareholder or proxyholder entitled to vote at the meeting may require or demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Business Corporations Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.


MEETING BY TELEPHONE


19.

Directors - A director may participate in a meeting of the board or of a committee of the board by electronic means, telephone or other communication facilities that permit all persons participating in any such meeting to hear each other.


INDEMNIFICATION


20.

Indemnification of Directors and Officers - The Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives to the extent permitted by the Business Corporations Act.


21.

Indemnity of Others - Except as otherwise required by the Business Corporations Act and subject to paragraph 20, the Corporation may from time to time indemnify and save harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent of or participant in another body corporate, partnership, joint venture, trust or other enterprise, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted honestly and in good faith with a view to the best interests of the Corporation and, with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction shall not, of itself, create a presumption that the person did not act honestly and in good faith with a view to the best interests of the Corporation and, with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had no reasonable grounds for believing that his conduct was lawful.


22.

Right of Indemnity Not Exclusive - The provisions for indemnification contained in the by-laws of the Corporation shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any agreement, vote of shareholders or directors or otherwise, both as to action in his official capacity and as to action in another capacity, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and legal representatives of such a person.


23.

No Liability of Directors or Officers for Certain Matters - To the extent permitted by law, no director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or body corporate with whom or which any moneys, securities or other assets belonging to the Corporation shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his failure to act honestly and in good faith with a view to the best interests of the Corporation and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Corporation, the fact of his being a director or officer of the Corporation shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.


DIVIDENDS


24.

Dividends - Subject to the provisions of the Business Corporations Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation.


25.

Dividend Cheques - A dividend payable in cash shall be paid by cheque drawn on the Corporation's bankers or one of them to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.


26.

Non-Receipt of Cheques - In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnify, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.


27.

Unclaimed Dividends - Any dividend unclaimed after a period of 6 years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.


BANKING ARRANGEMENTS, CONTRACTS, DIVISIONS ETC.


28.

Banking Arrangements - The banking business of the Corporation, or any part thereof, shall be transacted with such banks, trust companies or other financial institutions as the board may designate, appoint or authorize from time to time by resolution and all such banking business, or any part thereof, shall be transacted on the Corporation's behalf by such one or more officers and/or other persons as the board may designate, direct or authorize from time to time by resolution and to the extent therein provided.


29.

Execution of Instruments - Contracts, documents or instruments in writing requiring execution by the Corporation may be signed by any one Director or Officer and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board is authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Corporation to sign and deliver either contracts, documents or instruments in writing generally or to sign either manually or by facsimile signature and/or counterpart signature and deliver specific contracts, documents or instruments in writing. The term "contracts, documents or instruments in writing" as used in this by-law shall include deeds, mortgages, charges, conveyances, powers of attorney, transfers and assignments of property of all kinds (including specifically, but without limitation, transfers and assignments of shares, warrants, bonds, debentures or other securities), share certificates, warrants, bonds, debentures and other securities or security instruments of the Corporation and all paper writings.


30.

Voting Rights in Other Bodies Corporate - The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments shall be in favour of such persons as may be determined by the officers executing or arranging for the same. In addition, the board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised.


31.

Creation and Consolidation of Divisions - The board may cause the business and operations of the Corporation or any part thereof to be divided or to be segregated into one or more divisions upon such basis, including without limitation, character or type of operation, geographical territory, product manufactured or service rendered, as the board may consider appropriate in each case. The board may also cause the business and operations of any such division to be further divided into sub-units and the business and operations of any such divisions or sub-units to be consolidated upon such basis as the board may consider appropriate in each case.


32.

Name of Division - Any division or its sub-units may be designated by such name as the board may from time to time determine and may transact business, enter into contracts, sign cheques and other documents of any kind and do all acts and things under such name. Any such contracts, cheque or document shall be binding upon the Corporation as if it had been entered into or signed in the name of the Corporation.


33.

Officers of Divisions - From time to time the board or a person designated by the board, may appoint one or more officers for any division, prescribe their powers and duties and settle their terms of employment and remuneration. The board or a person designated by the board, may remove at its or his pleasure any officer so appointed, without prejudice to such officers rights under any employment contract. Officers of divisions or their sub-units shall not, as such be officers of the Corporation.


MISCELLANEOUS


34.

Invalidity of Any Provisions of This By-law - The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.


35.

Omissions and Errors - The accidental omission to give any notice to any shareholder, director, officer or auditor or the non-receipt of any notice by any shareholder, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.


INTERPRETATION


36.

Interpretation - In this by-law and all other by-laws of the Corporation words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include an individual, partnership, association, body corporate, executor, administrator or legal representative and any number or aggregate of persons; "articles" include the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement and articles of revival; "board" shall mean the board of directors of the Corporation; "Business Corporations Act" shall mean the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended from time to time, or any Act that may hereafter be substituted therefor; "meeting of shareholders" shall mean and include an annual meeting of shareholders and a special meeting of shareholders of the Corporation; and "signing officers" means any person authorized to sign on behalf of the Corporation pursuant to paragraph 29.



[ALBERTABYLAWS001.JPG]



SCHEDULE A


Attached to and forming part of the Articles of Incorporation

of

Tarsis Capital Corp.


THE CLASSES OF SHARES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE ARE:


1.

An unlimited number of Common shares, the holders of which are entitled:


(a)

to receive notice of and to attend and vote at all meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote;


(b)

to receive any dividend declared by the Corporation on this class of shares; provided that the Corporation shall be entitled to declare dividends on the Preferred shares, or on any of such classes of shares without being obliged to declare any dividends on the Common voting shares of the Corporation;


(c)

subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, to receive the remaining property of the Corporation upon dissolution in equal rank with the holders of all other Common shares of the Corporation; and


(d)

to the rights, privileges and restrictions normally attached to common shares;


2.

An unlimited number of Preferred shares, which as a class, have attached thereto the following rights, privileges, restrictions and conditions:


(a)

the Preferred shares may from time to time be issued in one or more series, and the Directors may fix from time to time before such issue the number of Preferred shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of Preferred shares including, without limiting the generality of the foregoing, any voting rights, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the terms and conditions of redemption, purchase and conversion if any, and any sinking fund or other provisions;


(b)

the Preferred shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Corporation amongst its shareholders for the purpose of winding up its affairs, be entitled to preference over the voting and non-voting Common shares and over any other shares of the Corporation ranking by their terms junior to the Preferred shares of that series. The Preferred shares of any series may also be given such other preferences, not inconsistent with these Articles, over the Common shares and any other such Preferred shares as may be fixed in accordance with clause (2)(a); and


(c)

if any cumulative dividends or amounts payable on the return of capital in respect of a series of Preferred shares are not paid in full, all series of Preferred shares shall participate rateably in respect of accumulated dividends and return of capital.




SCHEDULE "B"



Attached to and forming part of the Articles of Incorporation

of

Tarsis Capital Corp.


OTHER RULES OR PROVISIONS


1.

The directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual general meeting, but the number of additional directors shall not at any time exceed one-third (1/3) of the number of directors who held office at the expiration of the last annual meeting of the Corporation.


2.

In addition to anywhere in Alberta, the Corporation is permitted to hold shareholder's meetings in any city or at any location in any of the other provinces forming part of Canada.





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ARTICLES

OF


TARSIS RESOURCES LTD.

(the "Company")
(formerly Tarsis Capital Corp.)


INCORPORATION NUMBER:  C0826654


TABLE OF CONTENTS



PART 1

INTERPRETATION

 

 

 

 

 

1.1

Definitions, Construction of Words

 

1.2

Definition Same as Business Corporations Act

 

1.3

Interpretation Act Rules of Construction Apply

 

1.4

Conflict Interpretation Act/Business Corporations Act

 

1.5

Majority Required for Special/Special Separate Resolution

 

 

 

PART 2

SHARES

 

 

 

 

 

2.1

Authorized Share Structure

 

2.2

Shareholder Entitled to Certificate

 

2.3

Replacement of Lost or Defaced Certificate

 

2.4

Execution of Certificates

 

2.5

Non-Recognition of Trusts

 

 

 

PART 3

ISSUE OF SHARES

 

 

 

 

 

3.1

Directors Authorized

 

3.2

No Pro-rata Offer

 

3.3

Commissions and Brokerage

 

3.4

Conditions of Issue

 

 

 

PART 4

SHARE REGISTERS

 

 

 

 

 

4.1

Central Securities Register

 

4.2

Branch Registers

 

4.3

No Closing of Central Securities Register

 

 

 

PART 5

TRANSFER AND TRANSMISSION OF SHARES

 

 

 

 

 

5.1

Transfer of Shares

 

5.2

Execution of Instrument of Transfer

 

5.3

Enquiry as to Title not Required

 

5.4

Submission of Instruments of Transfer

 

5.5

Transfer Fee

 

5.6

Personal Representative Recognized on Death

 

5.7

Death or Bankruptcy

 

5.8

Persons in Representative Capacity

 

 

 

PART 6

ALTERATIONS

 

 

 

 

 

6.1

Changes in Authorized Share Structure and Name

 

6.2

Creation & Variation of Special Rights and Restrictions

 

6.3

Consent of Class Required

 

6.4

Class Meetings

 

6.5

Alterations of Articles and Notice of Alterations

 

 

 

PART 7

PURCHASE AND REDEMPTION OF SHARES

 

 

 

 

 

7.1

Company Authorized to Purchase or Redeem its Shares

 

7.2

Selection of Shares to be Redeemed

 

7.3

Purchase or Redeemed Shares Not Voted

 

 

 

PART 8

BORROWING POWERS

 

 

 

 

 

8.1

Powers of Directors

 

8.2

Special Rights Attached to and Negotiability of Debt Obligations

 

8.3

Execution of Debt Obligations

 

 

 

PART 9

MEETINGS OF SHAREHOLDERS

 

 

 

 

 

9.1

Annual General Meetings

 

9.2

Waiver of Annual General Meeting

 

9.3

Classification of General Meetings

 

9.4

Calling of Meetings

 

9.5

Notice of General Meeting

 

9.6

Waiver or Reduction of Notice

 

9.7

Notice of Special Business at General Meeting

 

 

 

PART 10

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

 

 

 

 

 

10.1

Special Business

 

10.2

Requirement of Quorum

 

10.3

Quorum

 

10.4

Lack of Quorum

 

10.5

Chairman

 

10.6

Alternate Chairman

 

10.7

Adjournments

 

10.8

Resolutions Need Not be Seconded

 

10.9

Decisions by Show of Hands or Poll

 

10.10

Casting Vote

 

10.11

Manner of Taking Poll

 

10.12

Retention of Ballots Cast on a Poll

 

10.13

Casting of Votes

 

10.14

Ordinary Resolution Sufficient

 

 

 

PART 11

VOTES OF SHAREHOLDERS

 

 

 

 

 

11.1

Number of Votes per Share or Shareholder

 

11.2

Votes of Persons in Representative Capacity

 

11.3

Representative of a Corporate Shareholder

 

11.4

Votes by Joint Holders

 

11.5

Votes by Committee for a Shareholder

 

11.6

Appointment of Proxyholders

 

11.7

Execution of Form of Proxy

 

11.8

Deposit by Proxy

 

11.9

Validity of Proxy Note

 

11.10

Acceptance of Proxy in Substituted Form

 

11.11

Directors May Make Regulations for Deposit of Proxy

 

11.12

Death or Incapacity of Shareholder Giving Proxy

 

11.13

Revocation of Proxy

 

 

 

PART 12

DIRECTORS

 

 

 

 

 

12.1

Number of Directors

 

12.2

Remuneration and Expenses of Directors

 

12.3

Qualification of Directors

 

 

 

PART 13

ELECTION AND REMOVAL OF DIRECTORS

 

 

 

 

 

13.1

Election at Annual General Meetings

 

13.2

Eligibility of Retiring Director

 

13.3

Continuance of Directors

 

13.4

Election of Less Than Required Number of Directors

 

13.5

Filing a Casual Vacancy

 

13.6

Additional Directors

 

13.7

Alternate Directors

 

13.8

Termination of Directorship

 

13.9

Removal of Directors

 

 

 

PART 14

POWERS AND DUTIES OF DIRECTORS

 

 

 

 

 

14.1

Management of Business and Affairs

 

14.2

Appointment of Attorney

 

14.3

Setting Auditors’ Remuneration

 

 

 

PART 15

CONFLICTS OF INTEREST - DIRECTORS & OFFICERS

 

 

 

 

 

15.1

Liability to Account

 

15.2

Voting re Proposed Contract

 

15.3

Quorum in case of Disclosable Interest

 

15.4

Obligation to Disclose Creation of Duty or Interest

 

15.5

Voting of Alternate Director not Affected

 

15.6

Director May Hold Office or Place of Profit with Company

 

15.7

Director Acting in Professional Capacity

 

15.8

Director Receiving Remuneration from Other Interests

 

 

 

PART 16

PROCEEDINGS FOR DIRECTORS

 

 

 

 

 

16.1

Chairman and Alternate

 

16.2

Meetings - Procedure

 

16.3

Meetings by Conference Telephone

 

16.4

Notice of Meeting

 

16.5

Waiver of Notice of Meetings

 

16.6

Quorum

 

16.7

Continuing Directors May Act During Vacancy

 

16.8

Validity of Acts of Directors

 

16.9

Resolution in Writing Effective

 

 

 

PART 17

EXECUTIVE AND OTHER COMMITTEES

 

 

 

 

 

17.1

Appointment of Executive Committee

 

17.2

Appointment of Committees

 

17.3

Procedure at Meetings

 

 

 

PART 18

OFFICERS

 

 

 

 

 

18.1

Appointment of Officers

 

18.2

Remuneration

 

 

 

PART 19

INDEMNITY AND PAYMENT OF EXPENSES OF DIRECTORS AND OFFICERS

 

 

 

 

 

19.1

Indemnification of Eligible Parties

 

19.2

Indemnification Not Invalidated by Non-compliance

 

19.3

Company May Purchase Insurance

 

 

 

PART 20

DIVIDENDS AND RESERVES

 

 

 

 

 

20.1

Declaration of Dividends

 

20.2

Declaration of Dividend Rate

 

20.3

Proportionate to Number of Shares Held

 

20.4

Reserves

 

20.5

Receipts from Joint Holders

 

20.6

No Interest on Dividends

 

20.7

Payment of Dividends

 

20.8

Capitalization of Undistributed Surplus

 

 

 

PART 21

DOCUMENTS, RECORDS AND REPORTS

 

 

 

 

 

21.1

Documents to be Kept

 

21.2

Accounts to be Kept

 

21.3

Inspection of Accounts

 

21.4

Financial Statements and Reports for General Meeting

 

 

 

PART 22

NOTICES

 

 

 

 

 

22.1

Method of Giving Notice

 

22.2

Notice to Joint Holder

 

22.3

Notice to Personal Representative

 

22.4

Persons to Receive Notice

 

22.5

Public Company Notices

 

 

 

PART 23

RECORD DATES

 

 

 

 

 

23.1

Record Date Fixed

 

23.2

No Record Date

 

 

 

PART 24

SEAL

 

 

 

 

 

24.1

Affixation of Seal to Documents

 

24.2

Reproduction of Seal

 

24.3

Official Seal for Other Jurisdictions

 

 

 

PART 25

MECHANICAL REPRODUCTION OF SIGNATURES

 

 

 

 

 

25.1

Instruments may be Mechanically Signed

 

25.2

Definition of Instruments

 

 

 

PART 26

PROHIBITIONS

 

 

 

 

 

26.1

Restrictions on Transfer of Shares





PROVINCE OF BRITISH COLUMBIA


BUSINESS CORPORATIONS ACT
ARTICLES


OF

TARSIS RESOURCES LTD.
(the "Company")
(formerly Tarsis Capital Corp.)


INCORPORATION NUMBER:        C0826654


PART 1

INTERPRETATION


1.1

In these Articles, unless there is something in the subject or context inconsistent therewith:


"Act" means the Business Corporations Act, S.B.C. 2002, c. 57, and all amendments thereto and includes regulations made pursuant thereto.


"Board", "Board of Directors" or "the directors" means the directors or sole director and includes alternate directors, if any, of the Company for the time being.


"seal" means the common seal of the Company, if any.


"month" means a calendar month.


"registered address" of a shareholder means the shareholder's address as recorded in the central securities register.


"registered holder", "registered owner" or "registered shareholder", when used with respect to a share means the person registered in the central securities register in respect of such share.


"personal representative" shall include executors, administrators, trustees-in-bankruptcy and duly constituted representatives in lunacy.


Expressions referring to writing shall be construed as including references to printing, lithography, typewriting, photography, photocopy, telecopying, telexing, telegraphing, electronic mailing and other modes of representing, reproducing or transmitting words in a visible form.


Words importing the singular include the plural and vice versa; and words importing male persons include female persons and words importing persons shall include corporations.


1.2

The meaning of any words or phrases defined in the Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.


1.3

The Rules of Construction contained in the Interpretation Act shall apply, mutatis mutandis, to the interpretation of these Articles.


14.

If there is a conflict between a definition in the Act and a definition or rule in the Interpretation Act relating to a term in these Articles, the definition in the Act will prevail. If there is a conflict between these Articles and the Act, the Act will prevail.


1.5

The majority required for the passage of a special resolution or a special separate resolution shall be 2/3 of the votes cast on the resolution.


PART 2
SHARES AND SHARE CERTIFICATES


2.1

The authorized share structure of the Company consists of an unlimited number of common shares without par value and an unlimited number of Preferred Shares without par value having attached thereto the special rights and restrictions set out in Part 27 of these Articles.


2.2

Every shareholder is entitled, without charge, to one certificate representing the share or shares of each class or series registered in his name; provided that, in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to the first named of several joint registered holders or to his duly authorized agent shall be sufficient delivery to all; and provided further that the Company shall not be bound to issue certificates representing redeemable shares, if such shares are to be redeemed within one month of the date on which they were allotted. Any share certificate may be sent through the mail by registered prepaid mail to the shareholder entitled thereto at the shareholder's registered address, and neither the Company nor any transfer agent shall be liable for any loss occasioned to the shareholder owing to any such share certificate so sent being lost in the mail or stolen.


2.3

If a share certificate


(a)

is worn out or defaced, the directors shall, upon production to them of the said certificate and upon such other terms, if any, as they may think fit, order the said certificate to be cancelled and shall issue a new certificate in lieu thereof;


(b)

is lost, stolen or destroyed, then upon proof thereof to the satisfaction of the directors and upon such indemnity, if any, as the directors deem adequate being given, a new share certificate in lieu thereof shall be issued to the person entitled to such lost, stolen or destroyed certificate; or


(c)

represents more than one share and the registered owner thereof surrenders it to the Company with a written request that the Company issue in his name two or more certificates, each representing a specified number of shares and, in the aggregate, representing the same number of shares as the certificate so surrendered, the Company shall cancel the certificate so surrendered and issue in lieu thereof certificates in accordance with such request;


provided that there must be paid to the Company, in relation to the issue of any share certificate under this Article 2.3, the amount, if any and which must not exceed the amount prescribed under the Act, determined from time to time by the directors.


2.4

Every share certificate shall be signed manually by at least one officer or director of the Company, or by or on behalf of a registrar, branch registrar, transfer agent or branch transfer agent of the Company and any additional signatures may be printed, lithographed, engraved or otherwise mechanically reproduced in accordance with these Articles.


2.5

Except as required by law, statute or these Articles, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional part of a share or (except only as by law, statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in its registered holder.


PART 3
ISSUE OF SHARES


3.1

Subject to the Act, the shares shall be under the control of the directors who may, subject to the rights of the registered holders of the shares of the Company for the time being issued, issue, allot, sell or otherwise dispose of, and/or grant options, share purchase warrants or rights on or otherwise deal in, shares authorized but not issued at such times, to such persons (including directors), in such manner, upon such terms and conditions, and at such issue price (including any premium at which shares with par value may be issued) as they, in their absolute discretion, may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.


3.2

The Company is not required to offer shares pro rata to shareholders before allotting further shares of the Company.


3.3

Subject to the provisions of the Act, the Company or the directors on behalf of the Company, may pay a reasonable commission or allow a reasonable discount to any person in consideration of his purchasing or agreeing to purchase, whether absolutely or conditionally, any shares, debentures, share rights, warrants or debenture stock in the Company, or procuring or agreeing to procure purchasers, whether absolutely or conditionally, for any such shares, debentures, share rights, warrants or debenture stock. The Company may also pay such brokerage as may be lawful.


3.4

Except as provided in the Act, no share may be issued until it is fully paid and the Company shall have received the consideration therefor in money, property or past services performed for the Company and the value of such consideration equals or exceeds the issue price set for the share under Article 3.1 as determined by the directors.


PART 4
SHARE REGISTERS


4.1

The Company shall keep or cause to be kept at its records office or such other location in British Columbia as may be designated from time to time by the directors, a central securities register as required by the Act. The directors, on behalf of the Company, may appoint an agent to keep any registry which may be the same agent that acts as transfer agent for its shares or such class thereof, as the case may be, and the same or another agent that acts as registrar for its shares or such class thereof, as the case may be. The directors may terminate the appointment of any such agent at any time and may appoint another agent in its place.


4.2

Unless prohibited by the Act, the Company may keep or cause to be kept one or more branch registries at such place or places as the directors may from time to time determine.


4.3

The Company must not at any time close its central securities register.


PART 5

TRANSFER AND TRANSMISSION OF SHARES


6.1

Subject to the provisions of these Articles that may be applicable, any shareholder may transfer any of his shares by instrument in writing executed by or on behalf of such shareholder and delivered to the Company or its transfer agent or other agent maintaining a securities register. The instrument of transfer of any share of the Company shall be in the form, if any, on the back of the Company's share certificates or in such other form as the directors may from time to time approve. Except to the extent that the Act may otherwise provide, the transferor shall be deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.


5.2

The signature of the registered holder of any shares, or of his duly authorized attorney, upon an authorized instrument of transfer shall constitute a complete and sufficient authority to the Company, its directors, officers and agents to register, in the name of the transferee as named in the instrument of transfer, the number of shares specified therein or, if no number is specified, all the shares of the registered holder represented by share certificates deposited with the instrument of transfer. If no transferee is named in the instrument of transfer, the instrument of transfer shall constitute a complete and sufficient authority to the Company, its directors, officers and agents to register, in the name of the person in whose behalf any certificate for the shares to be transferred is deposited with the Company for the purpose of having the transfer registered, the number of shares specified in the instrument of transfer, or if no number is specified, all the shares represented by all share certificates deposited with the instrument of transfer.


5.3

Neither the Company nor any director, officer or agent thereof shall be bound to inquire into the title of the person named in the form of transfer as transferee, or if no person is named therein as transferee, of the person on whose behalf the certificate is deposited with the Company for the purpose of having the transfer registered or be liable to any claim by such registered holder or by any intermediate holder of the certificate or of any of the shares represented thereby or any interest therein for registering the transfer, and the transfer, when registered, shall confer upon the person in whose name the shares have been registered, a valid title to such shares.


5.4

Every instrument of transfer shall be executed by the transferor and left at the records office of the Company or at the office of its transfer agent or registrar for registration or other securities register together with the share certificate for the shares to be transferred and such other evidence, if any, as the directors or the transfer agent or registrar or securities register may require to prove the title of the transferor or his right to transfer the shares and the right of the transferee to have the transfer registered. All instruments of transfer where the transfer is registered shall be retained by the Company or its transfer agent or registrar or securities register and any instrument of transfer where the transfer is not registered shall be returned to the person depositing the same together with the share certificate which accompanied the same when tendered for registration.


5.5

There shall be paid to the Company in respect of the registration of any transfer, such some, if any, as the Directors may from time to time determine.


5.6

In the case of the death of a shareholder, the survivor, or survivors where the deceased was a joint registered holder, and the legal personal representative of the deceased where he was the sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares. Before recognizing any legal personal representative, the directors may require him to obtain a grant of probate or letters of administration in British Columbia.


5.7

Upon the death or bankruptcy of a shareholder, his personal representative or trustee in bankruptcy, although not a shareholder, shall have the same rights, privileges and obligations that attach to the shares formerly held by the deceased or bankrupt shareholder if the documents required by the Act shall have been deposited at the Company's records office.


5.8

Any person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder shall, upon such documents and evidence being produced to the Company as the Act requires or who becomes entitled to a share as a result of an order of a court of competent jurisdiction or a statute, has the right either to be registered as a shareholder in his representative capacity in respect of such share or, if he is a personal representative, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; but the directors shall, as regards a transfer by a personal representative or trustee in bankruptcy, have the same right, if any, to decline or suspend registration of a transferee as they would have in the case of a transfer of a share by the deceased or bankrupt person before the death or bankruptcy.


PART 6
ALTERATIONS


6.1

The Company may by resolution of its directors make any changes in the authorized share structure as may be permitted under Section 54 of the Act, or in its name as may be permitted under Section 263 of the Act, and may by resolution of its directors make or authorize the making of any alterations to these Articles and the notice of articles as may be required by such changes.


6.2

The Company may by ordinary resolution create or vary special rights and restrictions as provided in Section 58 of the Act.


6.3

No alteration as provided in Article 6.2 will be valid as to any part of the issued shares of any class unless the holders of all the issued shares of that class consent to the alteration in writing or consent by special separate resolution.


6.4

Unless these Articles otherwise provide, the provisions of these Articles relating to general meetings will apply, with necessary changes and so far as applicable, to a class meeting of shareholders.


6.5

The Company may alter its Articles by resolution of its directors and, if required by such alteration, may by resolution of its directors alter the Notice of Articles.


PART 7
PURCHASE AND REDEMPTION OF SHARES


7.1

Subject to the special rights and restrictions attached to any class of shares, the Company may, if authorized by a resolution of the directors and in compliance with the Act, purchase any of its shares at the price and upon the terms specified in such resolution or redeem any class of its shares in accordance with the special rights and restrictions attaching thereto. No such purchase or redemption shall be made if the Company is insolvent at the time of the proposed purchase or redemption, or if the proposed purchase or redemption would render the Company insolvent.


7.2

If the Company proposes, at its option, to redeem some but not all of the shares of any class, the directors may, subject to the special rights and restrictions attached to such class of shares, decide the manner in which the shares to be redeemed shall be selected.


7.3

Subject to the provisions of the Act, any shares purchased, redeemed or otherwise acquired by the Company may be sold, gifted or otherwise disposed of by it, but while such shares are held by the Company, it shall not exercise any vote, pay any dividend nor make any other distribution in respect of such shares.


PART 8

BORROWING POWERS


8.1

The Company, if authorized by the directors, may from time to time:


(a)

borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as the directors think fit;


(b)

issue bonds, debentures and other debt obligations, either outright or as security for any liability or obligation of the Company, or any other person;


(c)

guarantee the repayment of money by any other person or the performance of any obligation of any other person; and


(d)

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the undertaking, property and assets of the Company (both present and future).


8.2

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors and otherwise, and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.


8.3

Every bond, debenture or other debt obligation of the Company shall be signed manually by at least one director or officer of the Company or by or on behalf of a trustee, registrar, branch registrar, transfer agent or branch transfer agent for the bond, debenture or other debt obligation appointed by the Company or under any instrument under which the bond, debenture or other debt obligation is issued and any additional signatures may be printed or otherwise mechanically reproduced thereon and, in such event, a bond, debenture or other debt obligation so signed is as valid as if signed manually notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that is stated on such bond, debenture or other debt obligation to be held at the date of the issue thereof.


PART 9

MEETINGS OF SHAREHOLDERS


9.1

Subject to any extensions of time permitted pursuant to the Act, the first annual general meeting of shareholders shall be held within eighteen months from the date the Company is recognized, and thereafter, an annual general meeting shall be held once in every calendar year at such time (being not more than fifteen months after the annual reference date for the preceding calendar year) and place as may be determined by the directors.


9.2

If all the shareholders entitled to vote at an annual general meeting consent by a unanimous resolution under the Act to all the business which is required or desired to be transacted at the meeting, the meeting is deemed to have been held on the date of the unanimous resolution.


9.3

All general meetings. other than annual general meetings, are herein referred to as and may be called extraordinary general meetings.


9.4

The directors may, whenever they think fit, convene an extraordinary general meeting. An extraordinary general meeting if requisitioned in accordance with the Act shall be convened by the directors or, if not convened by the directors, may be convened by the requisitionists as provided in the Act.


9.5

A notice convening a general meeting specifying the place, the day and the hour of the meeting, and in the case of special business, the general nature of that business, shall be given as provided in the Act and in the manner hereinafter in these Articles mentioned, or in such other manner (if any) as may be prescribed by ordinary resolution, whether previous notice thereof has been given or not, to each shareholder entitled to attend the meeting, to each director, to the auditor of the Company and to such other persons as are entitled by law or under these Articles to receive such notice from the Company. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person shall not invalidate the proceedings at that meeting.


9.6

All the shareholders of the Company entitled to attend and vote at a general meeting may, by unanimous consent in writing given before, during or after the meeting, or if they are present at the meeting, by a unanimous vote, waive or reduce the period of notice of such meeting and an entry in the company records of such waiver or reduction shall be sufficient evidence of the due convening of the meeting.


9.7

Except as otherwise provided by the Act, where any special business at a general meeting includes considering, approving, ratifying, adopting or authorizing any document or the execution thereof or the giving of effect thereto, the notice convening the meeting shall, with respect to such document, be sufficient if it states that a copy of the document or proposed document is or will be available for inspection by shareholders at the records office of the Company or at some other place in British Columbia designated in the notice during usual business hours up to the date of such general meeting.


PART 10

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS


10.1

All business shall be deemed special business which is transacted at:


(a)

an extraordinary general meeting, other than the conduct of and voting at such meeting; and


(b)

an annual general meeting, with the exception of the conduct of and voting at such meeting, the consideration of the financial statements and the respective reports of the directors and auditors, fixing or changing the number of directors, approving a motion to elect two or more directors by a single resolution, the election of directors, the appointment of the Auditor, the fixing of the remuneration of the Auditor, and such other business as by these Articles or the Act may be transacted at a general meeting without prior notice thereof being given to the shareholders or any business which is brought under consideration by the report of the directors.


10.2

No business, other than election of the chairman or the adjournment of the meeting shall be transacted at any general meeting unless a quorum of shareholders entitled to attend and vote is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.


10.3

Save as herein otherwise provided, a quorum shall be two shareholders or one or more proxyholder(s) representing two shareholders, or one shareholder and a proxyholder representing another shareholder. The directors, the president, if any, the secretary, if any, or in his absence, an assistant-secretary, if any, the auditor for the Company, the solicitor for the Company and any other person invited by the directors shall be entitled to attend at any general meeting but no such person shall be counted in the quorum or be entitled to vote at any general meeting unless he shall be a shareholder or proxyholder entitled to vote thereat.


10.4

If within half an hour from the time appointed for a general meeting, a quorum is not present, the meeting, if convened upon requisition by the shareholders shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholder or shareholders present or being represented by proxy shall be a quorum.


10.5

The chair of the Board, if any, or in his absence, the president, if any, of the Company, or in his absence, a vice-president of the Company, if any, shall be entitled to preside as chair at every general meeting of the Company.


10.6

If at any general meeting neither the chair of the Board nor the president or a vice-president is present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chair, the directors present shall choose one of their number to be chair, or if all the directors present decline to take the chair or shall fail to do so, or if no director be present, the shareholders present shall choose some other person in attendance, who need not be a shareholder, to be chair.


10.7

The chair may and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice, but not advance notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.


10.8

No motion proposed at a general meeting need be seconded and the chair may propose or second a motion.


10.9

Subject to the provisions of the Act, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy. The chair shall declare to the meeting, the decision on every question in accordance with the result of the show of hands or the poll, and such decision shall be entered in the book of proceedings of the Company. A declaration by the chair that a resolution has been carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution.


10.10

In the case of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote in addition to the vote or votes to which he may be entitled as a shareholder or proxyholder and this provision shall apply notwithstanding the chair is interested in the subject matter of the resolution.


10.11

No poll may be demanded on the election of the chair. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken as soon as, in the opinion of the chair, is reasonably convenient, but in no event later than seven days after the meeting and at such time and place and in such manner as the chair of the meeting directs. The result of the poll shall be deemed to be the resolution of and passed at the meeting upon which the poll was demanded. Any business other than that upon which, the poll has been demanded may be proceeded with pending the taking of the poll. A demand for a poll may be withdrawn. In any dispute as to the admission or rejection of a vote, the decision of the chairman made in good faith shall be final and conclusive.


10.12

Every ballot cast upon a poll and every proxy appointing a proxyholder who casts a ballot upon a poll shall be retained by the secretary or such other person designated by the chair for such period and subject to such inspection as the Act may provide.


10.13

On a poll a person entitled to cast more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.


10.14

Unless the Act or these Articles otherwise provide, any action to be taken by a resolution of the shareholders may be taken by an ordinary resolution.


PART 11
VOTES OF SHAREHOLDERS


11.1

Subject to any special voting rights or restrictions attaching to any class of shares and the restrictions on joint registered holders of shares


(a)

on a show of hands


(i)

every shareholder who is present in person and entitled to vote shall have one vote, and


(b)

on a poll, every shareholder entitled to vote on the matter shall have one vote for each share of which he is the registered holder and may exercise such vote either in person or by proxyholder.


11.2

Any person who is not registered as a shareholder but is entitled to vote at any general meeting in respect of a share, may vote the share in the same manner as if he were a shareholder; but unless the directors have previously admitted his right to vote at that meeting in respect of the share, lie shall satisfy the chair of his right to vote the share before the time for holding the meeting or adjourned meeting, as the case may be, at which he proposes to vote.


11.3

Any corporation (other than a subsidiary of the Company) which is a shareholder of the Company may, by a document signed by two of its directors, or two of its officers, or any one of its directors and one of its officers, or any one member of an executive or other committee, or by resolution of its directors or other governing body, authorize such person as it thinks fit to act as its representative at any general meeting or class meeting. The person so authorized shall be entitled to exercise in respect of and at such meeting, the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual shareholder of the Company personally present, including without limitation, the right, unless restricted by such resolution, to appoint a proxyholder to represent such corporation, and shall be counted for the purpose of forming a quorum if present at the meeting. Evidence of the appointment of any such representative may be sent to the Company by written instrument. Notwithstanding the foregoing, a corporation being a shareholder may appoint a proxyholder.


11.4

In the case of joint registered holders of a share, the vote of the senior who exercises a vote, whether in person or by proxyholder, shall be accepted to the exclusion of the votes of the other joint registered holders; and for this purpose, seniority shall be determined by the order in which the names stand in the central securities register of the Company. Several legal personal representatives of a deceased shareholder whose shares are registered in his sole name shall, for the purpose of this Article, be deemed joint registered holders.


11.5

A shareholder of unsound mind entitled to attend and vote in respect of whom an order has been made by any court having jurisdiction, may vote, whether on a show of hands or on a poll, by his committee, curator bonis or other person in the nature of a committee or curator bonis appointed by that court, and any such committee, curator bonis or other person may appoint a proxyholder.


11.6

A shareholder holding more than one share in respect of which he is entitled to vote shall be entitled to appoint one or more (but not more than five) proxyholders to attend, act and vote for him on the same occasion. If such shareholder should appoint more than one proxyholder for the same occasion, he shall specify the number of shares each proxyholder shall be entitled to vote. A shareholder may also appoint one or more alternate proxyholders to act in the place and stead of an absent proxyholder.


11.7

A form of proxy shall be in writing executed by the appointor or his attorney authorized in writing, or if the appointor is a corporation, by a duly authorized officer or attorney of such corporation.


11.8

A proxy shall be deposited in the manner hereinafter specified. Unless the Act otherwise requires, a proxyholder need not be a shareholder of the Company.


11.9

Subject as herein provided, a proxy shall be deposited at such place as is specified for that purpose in the notice convening the meeting not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the meeting or such other time as is specified in the notice calling the meeting.


11.10

The chair, in his absolute and unfettered discretion may, but is not bound to accept a proxy in substituted form and in his absolute and unfettered discretion may, but is not bound to accept in substituted form, evidence of authority by a corporation to vote or a power of attorney or evidence of other authority under which a proxy is executed. The chairman may, in his unfettered discretion waive the requirement to deposit evidence of the authority under which a proxy or authority by a corporation to vote is executed. In this Article 11.10, "substituted form" shall mean a document produced by means of photocopy, telegraph, telex, telecopy, electronic or any other means of transmission or production which creates a legibly recorded message or copy of a document.


11.11

In addition to any other method of depositing proxies provided for in these Articles, the directors may, from time to time, by resolution make regulations relating to the depositing of proxies at any place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders and providing for particulars of such proxies to be sent to the Company or any agent of the Company in writing so as to arrive before the commencement of the meeting or adjourned meeting at the office of the Company or any agent of the Company appointed for the purpose of receiving such particulars and providing that proxies so deposited as required by this Part 11 and votes given in accordance with such regulations shall be valid and counted.


11.12

A vote given in accordance with the terms of a proxy is valid notwithstanding the previous death or incapacity of the shareholder giving the proxy or the authority under which the form of proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no notification in writing of such death, incapacity, revocation or transfer shall have been received at the registered office of the Company or by the chairman of the meeting or adjourned meeting for which the proxy was given before the vote is taken.


11.13

Every proxy may be revoked by instrument in writing


(a)

executed by the shareholder giving the same or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation; and


(b)

delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the meeting or any adjournment thereof at which the proxy is to be used, or to the chair of the meeting on the day of the meeting or any adjournment thereof before any vote in respect of which the proxy is to be used shall have been taken


or in any other manner provided by law.


PART 12

DIRECTORS


12.1

The number of directors, excluding additional directors, may be set or changed from time to time by ordinary resolution, whether previous notice thereof has been given or not, but notwithstanding anything contained in these Articles, the number of directors shall never be less than one or, if the Company is or becomes a public company, less than three.


12.2

The remuneration of the directors, as such, may from time to time be determined by the directors or, if the directors shall so decide, by the shareholders. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a director. The directors shall be paid such reasonable travelling, hotel and other expenses as they incur in and about the business of the Company and if any director shall perform any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specially occupied in or about the Company's business, he may be paid a remuneration to be fixed by the Board or, at the option of such director, by the Company in general meeting, and such remuneration may be either in addition to or in substitution for any other remuneration that he may be entitled to receive. The directors, on behalf of the Company, unless otherwise determined by ordinary resolution, may pay a gratuity, a pension or an allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.


12.3

A director shall not be required to hold a share in the capital of the Company as qualification for his office, but shall be qualified as required by the Act, to become, act or continue to act as a director.


PART 13
ELECTION AND REMOVAL OF DIRECTORS


13.1

At each annual general meeting of the Company, all of the directors shall retire and the shareholders shall elect a Board of Directors consisting of the number of directors for the time being set pursuant to these Articles. If the Company is or becomes a company that is not a public company and the business to be transacted at any annual general meeting is consented to by a unanimous resolution, such annual general meeting shall be deemed, for the purpose of this Part 13, to have been held on the date of such unanimous resolution.


13.2

A retiring director shall be eligible for re-election.


13.3

When the Company fails to hold an annual general meeting in accordance with the Act, the directors then in office shall be deemed to have been elected or appointed as directors on the last clay on which the annual general meeting could have been held pursuant to these Articles and they may hold office until other directors are appointed or elected or until the day on which the next annual general meeting is held.


13.4

If at any general meeting at which there should be an election of directors, the places of the retiring directors are not filled by such election, such retiring directors who are not re-elected as may be requested by the newly-elected directors shall, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a general meeting convened for the purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to the Articles, such number shall be set at the number of directors actually elected or continued in office.


13.5

Any casual vacancy occurring in the Board of Directors may be filled by the remaining directors or director.


13.6

Between successive annual general meetings, the directors shall have power to appoint one or more additional directors but not more than one-third of the number of directors set pursuant to these Articles and in effect at the last general meeting at which directors were elected. Any director so appointed shall hold office only until the next following annual general meeting of the Company, but shall be eligible for election at such meeting and so long as he is an additional director, the number of directors shall be increased accordingly.


13.7

Any director may, by instrument in writing delivered to the Company, appoint any person who is qualified to act as a director to be his alternate to act in his place at meetings of the directors at which he is not present unless the directors shall have reasonably disapproved the appointment of such person as an alternate director and shall have given notice to that effect to the director appointing the alternate director within a reasonable time after delivery of such instrument to the Company. Every such alternate shall be entitled to notice of the meetings of the directors and to attend and vote as a director at a meeting which the person appointing him is not personally present, and if he is a director, to have a separate vote on behalf of the director he is representing in addition to his own vote. A person may be appointed as an alternate for more than one director and shall have a separate vote for each director so represented. A director may, at any time, by instrument in writing delivered to the Company, revoke the appointment of an alternate appointed by him. The remuneration payable to such alternate shall be payable out of the remuneration of the director appointing him. Every alternate director shall have a direct and personal duty to the Company arising from his alternate directorship, independent of the duties of the director who appointed him.


13.8

The office of director shall be vacated if the director:


(a)

dies or resigns his office by notice in writing delivered in accordance with the Act or his term of office expires; or


(b)

is convicted of an indictable offence and the other directors shall have resolved to remove him; or


(c)

ceases to be qualified as a director pursuant to the Act whereupon, if he does not promptly resign, the other directors may resolve to remove him; or


(d)

an order is made pursuant to Section 129 of the Act.


13.9

The Company may, by special resolution, remove any director before the expiration of his term of office, and may, by an ordinary resolution, appoint another person in his stead. If the shareholders do not appoint a director to fill the resulting vacancy contemporaneously with the removal, the directors may appoint, or the shareholders may elect, a director to fill that vacancy.


PART 14
POWERS AND DUTIES OF DIRECTORS


14.1

The directors shall, subject to the Act and these Articles, manage or supervise the management of the business and affairs of the Company and shall have the authority to exercise all such powers of the Company as are not, by the Act or these Articles, required to be exercised by the shareholders of the Company.


14.2

The directors may, from time to time, by power of attorney or other instrument under seal, appoint any person to be the attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the powers of the directors relating to filling vacancies in the board of directors, removing a director, the constitution of the Board and of any of its committees and the appointment or removal of officers and the power to declare dividends) and for such period, with such remuneration, and subject to such conditions as the directors may think fit, and any such appointment may be made in favour of any of the directors or any of the shareholders of the Company, or in favour of any corporation, or of any of the members, directors, nominees or managers of any corporation, firm or joint venture and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him.


14.3

The directors may set the remuneration of the auditor of the Company.


PART 15

CONFLICTS OF INTEREST OF DIRECTORS AND OFFICERS


15.1

If a director or senior officer has a disclosable interest in a contract or transaction, such director or senior officer shall be liable to account to the Company for any profits that accrue to the director or senior officer under or as a result of the contract or transaction unless disclosure is made thereof and the contract or transaction is approved in accordance with the provisions of the Act.


15.2

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.


15.3

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.


15.4

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts which that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Act.


15.5

The disclosable interest of a director in any contract or transaction or otherwise shall not affect such director's alternate director and such alternate director may be counted in a quorum and may vote upon such the same notwithstanding disqualification of the director, nor shall a disqualification of an alternate director affect the ability of a director to be counted in a quorum or to vote on a contract or transaction in which such director's alternate director shall be disqualified.


15.6

Subject to the Act, a director may hold any office or place of profit with the Company (other than the office of auditor of the Company) in conjunction with his office of director for such period and on such terms (as to remuneration or otherwise) as the directors may determine and no director or intended director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the Act, no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested shall be liable to be voided by reason thereof.


15.7

Subject to compliance with the provisions of the Act, a director or his firm may act in a professional capacity for the Company (except as auditor for the Company) and he or his firm shall be entitled to remuneration for professional services as if he were not a director.


15.8

A director may be or become a director or other officer or employee of, or otherwise interested in any corporation or firm in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Act, such director shall not be accountable to the Company for any remuneration or other benefits received by him as a director, officer or employee of, or from his interest in such other corporation or firm prior to the Company in general meeting directing otherwise.


PART 16

PROCEEDINGS OF DIRECTORS


16.1

he chair of the Board, if any, or in his absence, the president, if any, if the president is a director, shall preside as chair at every meeting of the directors, or if there is no chair of the Board or neither the chair of the Board nor the president is present within fifteen minutes of the time appointed for holding the meeting or is unwilling to act as chair, or if the chair of the Board, if any, and the president, if any, if the president is a director have advised the secretary that they will not be present at the meeting, the directors present shall choose one of their number to be chair of the meeting. If the Company is a public company and is required or is desirous of holding a meeting of the directors who are independent of management, the chair of the independent Board or vice chair shall chair such meeting or if such chair or vice chair is absent or unwilling to act as chair, the independent directors present may choose one of their number to be chair.


16.2

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chair shall not have a second or casting vote. Meetings of the Board held at regular intervals may be held at such place, at such time and upon such notice (if any) as the Board may by resolution from time to time determine.


16.3

One or more directors, or all directors, may participate in a meeting of the Board or of any committee of the directors by means of conference telephones or other communication medium by means of which the directors participating in the meeting can communicate with each other provided that a majority of such directors agree to such participation. A director participating in a meeting in accordance with this Article shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefor and be entitled to speak and vote thereat.


16.4

A director may, and the secretary or an assistant secretary of the Company, if any, upon request of a director, shall call a meeting of the Board at any time. Reasonable notice of such meeting specifying the place, day and hour of such meeting shall be given by mail, postage prepaid, addressed to each of the directors and alternate directors at his address as it appears on the books of the Company or by leaving it at his usual business or residential address, or by telephone, telegram, telex, electronic mail or any method of transmitting legibly recorded message. It shall not be necessary to give notice of meeting of directors to any director or alternate director if such meeting is to be held immediately following a general meeting at which such director shall have been elected or is the meeting of directors at which such director is appointed.


16.5

Any director of the Company may file with the Company, a document executed by him, waiving notice of any past, present or future meetings of the directors being or required to have been sent to him and may, at any time, withdraw such waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings, until such notice is withdrawn, no notice need be given to such director, and unless the director otherwise requires in writing to the Company, to his alternate director, of any meeting of directors and all meetings of the directors so held shall be deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.


16.6

The quorum necessary for the transaction of the business of the directors may be fixed by the directors and if not so fixed shall be a majority of the directors or, if the number of directors is fixed at one, shall be one director.


16.7

The continuing directors may, notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed pursuant to these Articles as the necessary quorum of directors, act only for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the Company, but for no other purpose.


16.8

Subject to the provisions of the Act, all acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director or officer, shall, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of any of such directors or the members of such committee or persons acting aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly elected or appointed and was qualified to be a director or officer, as the case may be.


16.9

A resolution consented to in writing by all of the directors or alternate directors entitled to vote on it shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and held. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the directors and shall be effective on the date stated thereon or on the latest day stated on any counterpart. A resolution may be consented to by a director or alternate director who has a disclosable interest in the subject matter of the resolution provided that he has otherwise complied with the provisions of these Articles and the Act.


PART 17

EXECUTIVE AND OTHER COMMITTEES


17.1

The directors may, by resolution, create and appoint an executive committee to consist of such member or members of their body as they think fit, which committee shall have, and may exercise during the intervals between the meetings of the Board, all the powers vested in the Board except the power to fill vacancies on the Board, the power to remove a director, the power to change the membership of or fill vacancies in any committee of the Board, and such other powers, if any, as may be specified in the resolution. The said committee shall keep regular minutes of its transactions and shall cause them to be recorded in the books for that purpose, and shall report the same to the Board at such times as the Board may from time to time require. The Board shall have the power at any time to revoke or override the authority given to or acts done by the executive committee except as to the acts done before such revocation or overriding and to terminate the appointment or change the membership of such committee and to fill vacancies on it. The executive committee may make rules for the conduct of its business and may appoint such assistants as it may deem necessary. A majority of the members of the said committee shall constitute a quorum thereof.


17.2

The directors may, by resolution, create and appoint one or more committees consisting of such member or members of their body as they think fit and may delegate to any such committee, such powers of the Board as the Board may designate or prescribe (except the power to fill vacancies in the Board, the power to remove a director, the power to change the membership of, or fill vacancies in, any committee of the Board and the power to appoint or remove officers appointed by the Board) subject to such conditions as may be prescribed in such resolution, and all committees so appointed shall keep regular minutes of their transactions and shall cause them to be recorded in books kept for that purpose, and shall report same to the Board at such times as the Board may from time to time require. The directors shall also have power at any time to revoke or override any authority given to or acts to be done by any such committees except as to acts done before such revocation or overriding and to terminate the appointment or change the membership of a committee and to fill vacancies in it. Committees may make rules for the conduct of their business and may appoint such assistants as they may deem necessary. A majority of the members of a committee shall constitute a quorum thereof.


17.3

The executive committee and any other committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members of the committee present, and in case of an equality of votes, the chairman shall not have a second or casting vote. A resolution approved in writing by all the members of the executive committee or any other committee shall be as valid and effective as it if had been passed at a meeting of such committee duly called and constituted. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.


PART 18
OFFICERS


18.1

The directors shall, from time to time, appoint such officers, if any, as the directors shall determine and the directors may, at any time, terminate any such appointment.


18.2

Other than the chair of the Board or the managing director, officers need not be directors. No officer shall be appointed unless that officer is qualified in accordance with the Act. The remuneration of the officers of the Company as such and the terms and conditions of their tenure of office or employment shall, from time to time, be determined by the directors; such remuneration may be by way of salary, fees, wages, commission or participation in profits or any other means or all of these modes and an officer may, in addition to such remuneration, be entitled to receive, after he ceases to hold such office or leaves the employment of the Company, a pension or gratuity. The directors may decide what functions and duties each officer shall perform and may entrust to and confer upon him any of the powers exercisable by them upon such terms and conditions and with such restrictions as they think fit and may, from time to time, revoke, withdraw, alter or vary all or any of such functions, duties and powers.


PART 19

INDEMNITY AND PAYMENT OF EXPENSES OF DIRECTORS AND OFFICERS


19.1

Subject to the provisions of the Act, the directors shall cause the Company to indemnify and pay all eligible penalties and expenses of an eligible party and, where appropriate, the heirs and personal or other legal representatives of an eligible party in accordance with the provisions of the Act. Each director, alternate director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 19.1.


19.2

The failure of a director, alternate director or officer of the Company to comply with the provisions of the Act or these Articles shall not invalidate any indemnity to which he is entitled under this Part.


19.3

The directors may cause the Company to purchase and maintain insurance for the benefit of eligible parties.


PART 20

DIVIDENDS AND RESERVES


20.1

Subject to the Act, the directors may from time to time declare and authorize payment of such dividends, if any, as they may deem advisable and need not give notice of such declaration to any shareholder. The provisions of this Article 20.1 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends. No dividend shall be paid otherwise than out of funds and/or assets properly available for the payment of dividends and a declaration by the directors as to the amount of such funds or assets available for dividends shall be conclusive. The Company may pay any such dividend wholly or in part by the distribution of specific assets and in particular, by paid-up shares, bonds, debentures or other securities of the Company or any other corporation or in any one or more such ways as may be authorized by the Company or the directors and where any difficulty arises with regard to such a distribution, the directors may settle the same as they think expedient, and in particular, may fix the value for distribution of such specific assets or any part thereof, and may determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled shall be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees for the persons entitled to the dividend as may seem expedient to the directors.


20.2

Any dividend declared on shares of any class by the directors may be made payable on such date as is fixed by the directors.


20.3

Subject to the rights of shareholders (if any) holding shares with special rights as to dividends, all dividends on shares of any class or series shall be declared and paid according to the number of shares held.


20.4

The directors may, before declaring any dividend, set aside out of the funds properly available for the payment of dividends, such sums as they think proper as a reserve or reserves, which shall, at the discretion of the directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which such funds of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the directors may from time to time think fit. The directors may also, without placing the same in reserve, carry forward such funds which they think prudent not to divide.


20.5

If several persons are registered as joint holders of any share, any one of them may give an effective receipt for any dividend, bonuses or other monies payable in respect of the share.


20.6

No dividend shall bear interest against the Company. Where the dividend to which a shareholder is entitled includes a fraction of a cent, such fraction shall be disregarded in making payment thereof and such payment shall be deemed to be payment in full.


20.7

Any dividend, bonuses or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post, directed to the registered address of the holder, or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the central securities register, or to such person and to such address as the holder or joint holders may direct in writing. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The mailing of such cheque or warrant shall, to the extent the sum represented thereby (plus the amount of any tax required by law to be deducted) discharge all liability for the dividend, unless such cheque or warrant shall not be paid on presentation or the amount of tax so deducted shall not be paid to the appropriate taxing authority.


20.8

Notwithstanding anything contained in these Articles, the directors may, from time to time, capitalize any undistributed surplus of the Company on hand and may, from time to time, issue as fully paid and non assessable, any unissued shares, or any bonds, debentures or debt obligations of the Company as a dividend representing such undistributed surplus on hand or any part thereof.


PART 21
DOCUMENTS, RECORDS AND REPORTS


21.1

The Company shall keep at its records office or at such other place as the Act may permit, the documents, copies, registers, minutes and records which the Company is required by the Act to keep at its records office or such other place, as the case may be.


21.2

The Company shall cause to be kept proper books of account and accounting records in respect of all financial and other transactions of the Company in order to properly record the affairs and condition of the Company and to comply with the Act.


21.3

Unless the directors determine otherwise, or unless otherwise determined by an ordinary resolution, no shareholder of the Company shall be entitled to inspect the accounting records of the Company.


21.4

The directors shall, from time to time, at the expense of the Company, cause to be prepared and laid before the shareholders in general meeting such financial statements and reports as are required by the Act, provided always that if the Company is a public company, the Company shall provide financial statements in accordance with applicable securities regulatory requirements.


PART 22
NOTICES


22.1

Unless the Act or these Articles requires otherwise, a notice, statement, report or other record may be given or delivered by the Company to any shareholder, director or officer either by delivery to him personally or by sending it by mail to him at his registered address, in the case of a shareholder, or at the prescribed address for mailing shown for the director or officer in the records kept by the Company, in the case of a director or officer, or the mailing address provided by the recipient for the sending of that record or records of that class or by fax or electronic mail to the fax number or electronic mail address provided by the intended recipient for the sending of that record or records of the class or as otherwise permitted by any securities legislation in any jurisdiction in North America that is applicable to the Company and all rules and regulations made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directives issued by securities commissions or similar authorities appointed under that legislation. Where a notice, statement, report or other record is sent by mail, service or delivery of the notice, statement, report or other record shall be deemed to be effected by properly addressing, prepaying and mailing the notice, statement, report or other record and shall be deemed to have been given on the day, (Saturdays, Sundays and holidays excepted), following the date of mailing. A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company that the letter, envelope or wrapper containing the notice, statement, report or other record was so addressed, prepaid and mailed shall be conclusive evidence thereof.


22.2

A notice, statement, report or other record may be given or delivered by the Company to the joint holders of a share by giving notice to the joint holder first named in the central securities register in respect of the share.


22.3

A notice, statement, report or other record may be given or delivered by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by sending it through the mail, prepaid, addressed to them by name or by the title of representative of the deceased or incapacitated person or trustee of the bankrupt, or by any like description, at the address (if any) supplied to the Company for the purpose by the persons claiming to be so entitled, or (until such address has been so supplied) by giving notice in the manner in which same might have been given if the death, bankruptcy or incapacity had not occurred.


22.4

Notice of every general meeting or meeting of shareholders holding a class of shares shall be given in the manner hereinbefore authorized to every shareholder holding at the time of the issue of the notice or the date fixed for determining the shareholders entitled to such notice, whichever is the earlier, shares which confer the right to notice of and to attend and vote at any such meeting. No other person except the auditor of the Company and the directors of the Company shall be entitled to receive notices of any such meeting.


22.5

Notwithstanding the preceding Articles in this Part, if the Company is or becomes a public company, the Company shall give notices and provide statements, reports and other records in accordance with applicable securities regulatory requirements.


PART 23
RECORD DATES


23.1

The directors may fix in advance a date, which shall not be more than the maximum number of days permitted by the Act preceding the date of any meeting of shareholders of any class of shares, or of the payment of any dividend, or of the proposed taking of any other proper action requiring the determination of shareholders, as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or for any other proper purpose and, in such case, notwithstanding anything elsewhere contained in these Articles, only shareholders of record on the date so fixed shall be deemed to be shareholders for the purposes aforesaid. If the Company is or becomes a public company, it shall, notwithstanding the foregoing, comply with the requirements of appropriate securities regulatory requirements.


23.2

Where no record date is so fixed for the determination of shareholders as provided in the preceding Article, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, shall be the record date for such determination.


PART 24
SEAL


24.1

The directors may provide a seal for the Company and, if they do so, shall provide for the safe custody of the seal which shall not be affixed to any instrument except in the presence of the following persons, namely:


(a)

any two directors, or


(b)

any officer, together with any director, or


(c)

if the Company shall have only one director, that director, or


(d)

such person or persons as the directors may from time to time by resolution determine,

and the said directors, officers, person or persons in whose presence the seal is so affixed to an instrument shall sign such instrument. For the purpose of certifying under seal a certificate of incumbency of the directors or officers or a true copy of any document or resolution, the seal may be affixed in the presence of any one of the foregoing persons.


24.2

To enable the seal of the Company to be affixed to any bonds, debentures, share certificates or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Act and/or these Articles printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim bonds, debentures, share certificates or other securities one or more unmounted dies reproducing the Company's seal and the chair of the Board or any senior officer may in writing authorize person to cause the Company's seal to be affixed to such definitive or interim bonds, debentures, share certificates or other securities by the use of such dies. Bonds, debentures, share certificates and other securities to which the Company's seal has been so affixed shall, for all purposes, be deemed to be under and to bear the Company's seal lawfully affixed thereto.


24.3

The Company may have for use in any other province, state, territory or country an official seal which shall have on its face, the name of the province, state, territory or country where it is to be used and all of the powers conferred by the Act with respect thereto may be exercised by the directors or by a duly authorized agent of the Company.


PART 25
MECHANICAL REPRODUCTION OF SIGNATURES


25.1

The signature of any officer, director, registrar, branch registrar, transfer agent or branch transfer agent of the Company, unless otherwise required by the Act or by these Articles may, if authorized by the directors, be printed, lithographed, engraved or otherwise mechanically reproduced upon all instruments executed or issued by the Company or any officer thereof; and any instrument on which the signature of any such person is so reproduced shall be deemed to have been manually signed by such person whose signature is so reproduced and shall be as valid to all intents and purposes as if such instrument had been signed manually, and notwithstanding that the person whose signature is so reproduced may have ceased to hold the office that he is stated on such instrument to hold at the date of the delivery or issue of such instrument.


25.2

The term "instrument" as used in Article 25.1 shall include deeds, mortgages, hypotheses, charges, conveyances, transfers and assignments of property, real or personal, agreements, releases, receipts and discharges for the payment of money or other obligations, shares and share warrants of the Company, bonds, debentures and other debt obligations of the Company, and all paper writings.


PART 26

PROHIBITIONS


26.1

If the Company is, or becomes a company which is not a public company, then no shares shall be transferred without the previous consent of the directors expressed by a resolution of the Board and the directors shall not be required to give any reason for refusing any such proposed transfer.

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ACQUISITION AGREEMENT


Between


TARSIS CAPITAL CORP.


and


ALMADEN MINERALS LTD.

and

MINERA GAVILAN, S.A. de C.V.





Dated as of July 16, 2007




ACQUISITION AGREEMENT


THIS AGREEMENT made the 16th day of July, 2007.


BETWEEN:


TARSIS CAPITAL CORP., a corporation duly incorporated under and governed by the laws of Alberta and having its head office in the City of Vancouver, in the Province of British Columbia (hereafter referred to as the "Purchaser")


- and -


ALMADEN MINERALS LTD., a corporation duly amalgamated under and governed by the laws of British Columbia and having its head office in the City of Vancouver, in the Province of British Columbia (hereafter referred to as "Almaden")


- and -


MINERA GAVILAN, S.A. de C.V., a corporation duly incorporated under and governed by the laws of Mexico and having its head office in the City of Chihuahua, in the Country of Mexico (hereafter referred to as "Gavilan")


(collectively, Almaden and Gavilan are referred to hereafter as the "Vendors")


WHEREAS Almaden owns, directly or indirectly through its subsidiary Gavilan, the Properties as more particularly described in Schedule A attached hereto;


AND WHEREAS on April 27, 2007, the Purchaser and the Vendors signed a letter of intent with respect to the purchase by the Purchaser of the Properties from the Vendors;


AND WHEREAS one of the conditions of the transaction contemplated by the letter of intent was the execution of a definitive agreement between the Purchaser and the Vendors to give effect to the Acquisition;


AND WHEREAS the Purchaser is a "capital pool company" as such term is defined by Policy 2.4 and is required to complete a Qualifying Transaction;


AND WHEREAS the Purchaser wishes to carry out its Qualifying Transaction through the purchase of the Properties such that the Properties will become the main assets of the Purchaser, and upon the completion of the Acquisition, the Purchaser will have acquired 100% of the Vendors' interests in the Properties;


NOW THEREFORE IN CONSIDERATION OF the mutual covenants hereinafter contained and other good and valuable consideration (the receipt and adequacy whereof is hereby acknowledged), the parties hereto agree as follows:




ARTICLE 1
INTERPRETATION


1.1

Definitions


In this Agreement, unless there is something in the subject matter or context inconsistent therewith:


(a)

"ABCA" means the Business Corporations Act (Alberta), as may be amended from time to time;


(b)

"Acquisition" means the purchase and sale of the Properties and all related transactions as contemplated by and described in this Agreement;


(c)

"Additional Properties" has the meaning ascribed thereto in Section 2.1(a) of this Agreement;


(d)

"Additional Shares" has the meaning ascribed thereto in Section 11.1 of this Agreement;


(e)

"affiliates" has the meaning set forth in the ABCA;


(f)

"Agreement", "this Agreement", "herein", "hereto", and "hereof' and similar expressions refer to this Agreement, as the same may be amended or supplemented from time to time;


(g)

"Almaden" means Almaden Minerals Ltd.;


(h)

"Business Day" means any day excepting a Saturday, Sunday or statutory holiday in Vancouver, British Columbia;


(i)

"Closing" has the meaning ascribed thereto in Section 3.1 of this Agreement;


(j)

"Closing Date" means the seventh business day following receipt of Exchange approval of the Acquisition, or such other date as is mutually agreed upon by the parties for the closing of the Acquisition provided that the Closing Date will not be a date that is later than July 31, 2007, unless otherwise agreed to in writing by the parties hereto;


(k)

"Canadian GAAP" means Canadian generally accepted accounting principles applied on a consistent basis;


(l)

"Canadian Properties" means the Cabin Lake property, the Caribou Creek property, the Goz Creek property, the Meister River property, the Qualifying Property and the Tim property;


(m)

"Encumbrance" means, whether or not registered or registrable or recorded or recordable, and regardless of how created or arising:


(i)

a mortgage, assignment of rent, lien, encumbrance, adverse claim, charge, execution; restriction, title defect, security interest, hypothec or pledge, whether fixed or floating, against assets or property (whether real, personal, mixed, tangible or intangible), hire-purchase agreement, conditional sales contract, title retention agreement, equipment trust or financing lease, and a subordination to any right or claim of others in respect thereof;


(ii)

a claim, interest, or estate against or in assets or property (whether real, personal, mixed, tangible or intangible), including, without limitation, an easement, right-of-way, servitude or other similar right in property granted to or reserved or taken by any Person;


(iii)

an option or other right to acquire, or to acquire any interest in, any assets or property (whether real, personal, mixed, tangible or intangible);


(iv)

any other encumbrance of whatsoever nature and kind against assets or property (whether real, personal; mixed, tangible or intangible); and


(v)

any agreement to create, or right capable of becoming, any of the foregoing;


(n)

"Exchange" means the TSX Venture Exchange Inc.;


(o)

"Exchange Policies" means the policies of the Exchange contained in the Corporate Finance Manual of the Exchange, as may be amended from time to time;


(p)

"Expenditures" has the meaning ascribed thereto in Section 11.1 of this Agreement;


(q)

"Filing Statement" means the filing statement of the Purchaser to be prepared in accordance with Policy 2.4 in connection with the Acquisition and to be filed with the Exchange;


(r)

"Flow Through Shares" means Purchaser Shares with attached "flow through" benefits as permitted by the Income Tax Act (Canada) to be issued as part of the Flow Through Units;


(s)

"Flow Through Units" means the 1,200,000 units of the Purchaser to be issued pursuant to the Private Placement at a purchase price of $0.50 per unit, wherein each Flow Through Unit shall be comprised of one (1) Flow Through Share and one (1) Warrant;


(t)

"Gavilan" means Minera Gavilan, S.A. de C.V.;


(u)

"Material Adverse Change" means any change (or any condition, event or development involving a prospective change) in the business, operations, results of operations, assets, capitalization, financial condition, licenses, permits, concessions, rights, liabilities, prospects or privileges, whether contractual or otherwise, of the party referred to which is, or could reasonably be expected to be, materially adverse to the business of such party (except that "Material Adverse Change" when used with respect to the Vendors shall be limited to changes relating to the Properties) other than a change: (i) which has prior to the date hereof been publicly disclosed or otherwise disclosed in writing to the other party; (ii) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada or elsewhere; or (iii) or any changes resulting from or during the normal course of business;


(v)

"Mexican Property" means the Erika Property;


(w)

"Optionee" has the meaning ascribed thereto in Section 11.1 of this Agreement;


(x)

"Person" means an individual, company, corporation, body corporate, partnership, joint venture, society, association, trust or unincorporated organization, or any trustee, executor, administrator, or other legal representative;


(y)

"Policy 2.4" means Exchange Policy 2.4 - Capital Pool Companies;


(z)

"Private Placement" means the private placement of the Purchaser through the issuance of 1,500,000 Units and 1,200,000 Flow Through Units for gross proceeds of $1,200,000;


(aa)

"Properties" means the mineral exploration properties described in Schedule A and which are comprised of the Canadian Properties and the Mexican Property;


(bb)

"Purchase Price" has the meaning ascribed thereto in Section 2.2 of this Agreement;


(cc)

"Purchaser" means Tarsis Capital Corp.;


(dd)

"Purchaser's Financial Statements" means the audited financial statements of the Purchaser for the year-ended October 31, 2006 and the unaudited interim financial statements of the Purchaser for the six-month period ended April 30, 2007;


(ee)

"Purchaser Shares" means the common shares in the capital of the Purchaser;


(ff)

"Purchaser's Subsidiary" has the meaning ascribed thereto in Section 2.1(b) of this Agreement;


(gg)

"Qualifying Property" means the MOR Property;


(hh)

"Qualifying Transaction" has the meaning set forth in Policy 2.4;


(ii)

"Royalty" means, as applicable: (i) the net smelter return royalty to be granted by the Purchaser to, or as directed by, Almaden equal to 2% on all mineral products discovered on the Canadian Properties; and (ii) the net smelter return royalty to be granted by the Purchaser's Subsidiary to, or as directed by, Gavilan equal to 2% on all mineral products discovered on the Mexican Property;


(jj)

"Royalty Agreement" means, as applicable, that royalty agreement evidencing the Royalty to be entered into by: (i) the Purchaser and Almaden, and (ii) the Purchaser's Subsidiary and Gavilan;


(kk)

"Securities Laws" means any applicable Canadian provincial securities laws, United States securities laws, the "blue sky" or securities laws of the states of the United States, and any other applicable law, and any rules and regulations thereunder;


(ll)

"subsidiary" has the meaning set forth in the ABCA;


(mm)

"Tax Returns" means all tax returns required to be filed in all applicable jurisdictions;


(nn)

"Units" means the 1,500,000 units of the Purchaser at a price of $0.40 per unit, wherein each Unit shall be comprised of one (1) Purchaser Share and one (1) Warrant;


(oo)

"Vendors" mean s collectively, Almaden and Gavilan; and


(pp)

"Warrants" means the 2,700,000 non-transferable share purchase warrants of the Purchaser, to be issued pursuant to the Private Placement, wherein each warrant will entitle the holder thereof, on exercise, to purchase one (1) Purchaser Share for a period of two years following the closing of the Private Placement at an exercise price of $0.65 per share, provided that if subsequent to the period ending four months after the date of closing of the private placement, the closing price of the Purchaser Shares as traded on the Exchange is $1.00 or greater for a period of 20 consecutive trading days, the Purchaser may give notice to the holders of the warrants of an earlier expiry date, in which case the wan-ants will expire 21 days after the date of such notice.


1.2

Singular, Plural, etc.


Words importing the singular number include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.


1.3

Deemed Currency


In the absence of a specific designation of any currency, any undescribed dollar amount herein will be deemed to refer to Canadian dollars.


1.4

Organization and Headings


The division of this Agreernent into Articles and Sections, the provision of a table of contents hereto, and the insertion of recitals and headings herein are for convenience of reference only and will not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement or in the Schedules to Articles, Sections and Schedules refer to Articles, Sections and Schedules of and to this Agreement or of the Schedules in which such reference is made.


1.5

Date for any Action


ln the event that any date on which any action is required to be taken hereunder by any of the parties hereunder is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.


1.6

Governing Law


This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.


1.7

Attornment


The parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of British Columbia for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the addresses of the parties set forth in this Agreement will be effective service of process for any action, suit or proceeding brought against either party in such court.


1.8

Accounting Matters


Unless otherwise stated, all accounting terms used in this Agreement in respect of the Purchaser will have the meanings attributable thereto under Canadian GAAP and all determinations of an accounting nature in respect of the Purchaser required to be made will be made in a manner consistent with Canadian GAAP and past practice.


1.9

Knowledge


Where a representation or warranty is made in this Agreement on the basis of the knowledge or awareness of a party, such knowledge or awareness consists only of the actual knowledge or awareness, as of the date of this Agreement, of the senior executive officers of that party, but does not include the knowledge or awareness of any other individual or any constructive, implied or imputed knowledge.


1.10

Commercially Reasonable Efforts


An obligation in this Agreement to use "commercially reasonable efforts" to obtain waivers, consents, approvals and authorizations to loan agreements, leases and other contracts or under laws or regulation will not include any obligation to agree to a materially adverse modification of the terms of such documents or to prepay or incur additional material obligations.


1.11

Interpretation Not Affected by Party Drafting


The parties hereto acknowledge that their respective legal counsel have reviewed and participated in settling the terms of this Agreement, and the parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of this Agreement.


1.12

Incorporation of Schedules


The following Schedules attached hereto, for all purposes hereof, form an integral part of this Agreement:


Schedule A - Description of the Properties and Price Allocation


Schedule B - Consents and Notices


Schedule C - Terms and Conditions of the Royalty


ARTICLE 2
PURCHASE OF THE PROPERTIES


2.1

Purchase and Sale


(a)

Based on the representations and warranties contained in this Agreement, Almaden agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from Almaden, the Canadian Properties including all property payments receivable by Almaden in connection with the Canadian Properties, effective as of and from the Closing Date, free and clear of all Encumbrances for the price and in accordance with and subject to the terms and conditions set forth in this Agreement. In addition, Almaden agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from Almaden, all properties that are contiguous to the Canadian Properties that Almaden subsequently acquires after the date of this Agreement up until the Closing Date (the "Additional Properties"), free and clear of all Encumbrances in accordance with and subject to the terms and conditions set forth in this Agreement. The Purchaser and Almaden agree that the Purchaser shall reimburse Almaden for all reasonable out-of-pocket expenses incurred in connection with the acquisition of any Additional Properties.


(b)

Based on the representation and warranties contained in this Agreement, Gavilan agrees to  sell, assign and transfer to the Purchaser and the Purchaser agrees to Purchase from Gavilan, the Mexican Property including all property payments received or receivable by Gavilan in connection with the Mexican Property, effective as of and from the Closing Date, free and clear of all Encumbrances for the price and in accordance with and subject to the terms and conditions set forth in this Agreement. The Purchaser acknowledges and agrees that it will incorporate a subsidiary under the laws of Mexico (the "Purchaser's Subsidiary") for the purposes of holding the Mexican Property on behalf of the Purchaser.


2.2

Purchase Price


(a)

The Purchaser will purchase the Properties from the Vendors (including any Additional Properties) for consideration consisting of Sl,400,000 (the "Purchase Price"), payable and delivered on the Closing Date to the Vendors through the issuance to Almaden of 3,500,000 Purchaser Shares, at a deemed value of $0.40 per Purchaser Share, allocated as follows:


(i)

$750,000, payable through the issuance of 1,875,000 Purchaser Shares, for the Properties, other than the Qualifying Property; and


(ii)

$650,000, payable through the issuance of 1,625,000 Purchaser Shares for the Qualifying Property.


(b)

In addition, the Purchaser shall reimburse Almaden an amount equal to the sum of the cash advances made by the Vendors directly or indirectly with respect to the Properties up to $350,000. Additional cash advances made by the Vendors may be reimbursed by the Purchaser, with the prior approval and consent of the Purchaser.


2.3

Royalty


(a)

On the Closing Date, the Purchaser will grant to Almaden the Royalty with respect to the Canadian Properties. The Royalty Agreement will contain substantially the same tenns and conditions attached hereto as Schedule C.


(b)

As soon as practicable after the date of incorporation of the Purchaser's Subsidiary, the Purchaser will cause the Purchaser's Subsidiary to grant to Gavilan the Royalty with respect to the Mexican Property. The Royalty Agreement will contain substantially the same terms and conditions attached hereto as Schedule C.


2.4

Liabilities and Obligations


(a)

On the Closing Date and effective as at and from the Closing Date, the Purchaser will assume, fulfil and perform all liabilities with respect to the Properties. The Purchaser assumes no obligations with respect to any reclamation costs, or reclamation/obligations incurred in respect of the Properties up until the Closing Date.


(b)

The Purchaser does not agree to accept or assume, and shall not by this Agreement be deemed to have accepted or assumed, any obligation or responsibility for the payment of any debt, obligation, liability, claim or demand, absolute or contingent of whatsoever nature of or against the Vendors, except for payment of the Purchase Price and as otherwise specifically set forth herein.


2.5

Transaction Expenses


Each of the parties to this Agreement will bear all costs and expenses incurred by such party in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated by this Agreement. All costs and expenses related to satisfying any condition or fulfilling any covenant contained in this Agreement will be borne by the party whose responsibility it is to satisfy the outstanding condition or fulfil the covenant in question. Without limiting the generality of the foregoing, the Purchaser will pay the costs to prepare any financial statements pertaining to its affairs required under this Agreement.


2.6

Non-Solicitation


Neither the Purchaser or the Vendors shall solicit: (i) in the case of the Purchaser, any offers to purchase its shares or assets; (ii) in the case of the Vendors, any offers to purchase the Properties, and neither the Purchaser nor the Vendors will initiate or encourage any discussions or negotiations with any third party with respect to such transactions, respectively, or similar transactions during the period commencing on the date hereof and ending on the termination of this Agreement. In the event any of the Purchaser or the Vendors being approached in respect of any such transaction, respectively, it shall immediately notify the other party.


2.7

Confidentiality


(a)

Unless and until the transactions contemplated in this Agreement have been completed, or this Agreement has been terminated, no disclosure or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated herein will be made by any party without the prior approval of the other parties as to timing, content and method, hereto, provided that the obligations herein will not prevent any party from making, after consultation, with the other party, such disclosure as its counsel advises is required by applicable law or the rules and policies of the Exchange.


(b)

Unless and until the transactions contemplated in this Agreement have been completed, or this Agreement has been terminated, except with the prior written consent of the other parties, each of the parties hereto and their respective employees, officers, directors, shareholders, agents, advisors and other representatives will hold all information received from the other party in strictest confidence, except such information and documents available to the public or as are required to be disclosed by applicable law.


(c)

All such information in written form and documents will be returned to the party originally delivering them in the event that the transactions provided for in this Agreement are not consummated.


2.8

Other Matters


(a)

Prior to or concurrent with the Closing, the Purchaser will complete the Private Placement for gross proceeds of up to $1,200,000. The net proceeds of the Private Placement will be used for the exploration and development of the Properties and for general working capital.


(b)

Upon completion of the Acquisition, the board of directors and officers of the Purchaser will be comprised as follows, subject to the approval of the Exchange:


Name

Position

Marc G. Blythe

President, Chief Executive Officer and Director


Mark T. Brown

Chief Financial Officer


Richard A. Graham

Director


J. Duane Poliquin

Director


Gerald G. Carlson

Director


ARTICLE 3
CLOSING


3.1

Closing


(a)

The closing of the Acquisition (the "Closing") will take place on the Closing Date at the Vancouver offices of the Purchaser, or such other time or place upon which the parties may mutually agree.


(b)

On the Closing Date, upon the fulfillment of all of the conditions set out in Article 10, which have not been waived in writing by the Purchaser or the Vendors as the case may be:


(i)

the Vendors shall deliver to the Purchaser:


(1)

the assignment of the Properties to the Purchaser, in a form satisfactory to the Purchaser;


(2)

a duly executed copy of the Royalty Agreement referred to in Section 2.3(a) of this Agreement;


(3)

the certificate and opinion referred to in Section 10.1; and


(4)

evidence satisfactory to the Purchaser and its legal counsel of the completion of all corporate proceedings of the Vendors and all other matters which, in the reasonable opinion of counsel for the Purchaser, are necessary in connection with the transactions contemplated by this Agreement.


(II)

the Purchaser shall deliver to the Vendors:


(1)

the Purchaser Shares duly registered in the name of Almaden;


(2)

a duly executed copy of the Royalty Agreement referred to in Section 2.3(a) of this Agreement;


(3)

the certificate referred to in Section 10.2; and


(4)

evidence satisfactory to the Vendors and their legal counsel of the completion of all corporate proceedings of the Purchaser and all other matters which, in the reasonable opinion of counsel for the Vendors, are necessary in connection with the transactions contemplated by this Agreement.


ARTICLE 4
PUBLICITY


4.1

Publicity


Unless and until the transactions contemplated in this Agreement have been completed, or this Agreement has been terminated, each of the Purchaser and the Vendors will advise, consult and cooperate with the other parties prior to issuing, or permitting any of its subsidiaries, directors, officers, employees or agents to issue any press release or other written statement to the press with respect to this Agreement or the transactions contemplated hereby. The Purchaser and the Vendors will not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or by obligations pursuant to any listing agreement with a stock exchange and only after using its reasonable commercial best efforts to consult the other party taking into account the time constraints to which it is subject as a result of such law or obligation.


ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


As of the date hereof, the Purchaser hereby represents and wan-ants to the Vendors as follows, and acknowledges that the Vendors are relying upon these representations and warranties in connection with the entering into of this Agreement:


5.1

Organization and Qualification


The Purchaser:


(a)

has been duly incorporated and organized and is validly subsisting under the laws of the Province of Alberta;


(b)

is a reporting issuer under the Securities Act (British Columbia), the Securities Act (Alberta) and the Securities Act (Ontario) and is not in default with respect to material filings required to be made under such statutes, including the rules and regulations thereunder;


(c)

has the corporate authority to carry on its business as now being conducted by it; and


(d)

is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business makes such qualification necessary.


5.2

Authority Relative to this Agreement


The Purchaser has the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consurnmation by the Pufehaser of the Acquisition will, by the Closing Date, have been duly authorized by the board of directors of the Purchaser and no other corporate proceedings on its part are or will be necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to:


(a)

laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally; and


(b)

rules of law governing specific performance, injunctive relief, and other equitable remedies.


5.3

No Violations


(a)

The entering into of this Agreement and the consummation of the transactions contemplated hereby will not, to the best of the knowledge of the Purchaser, result in the violation of any terms and provisions of the constating documents of the Purchaser or of any indenture, instrument or agreement, written or oral, to which the Purchaser may be a party.


(b)

Other than in connection with or in compliance with the provisions of Securities Laws, Exchange Policies, and an application to the Exchange to accept the Acquisition as the Purchaser's Qualifying Transaction:


(i)

there is no legal impediment to the Purchaser's consummation of the Acquisition; and


(ii)

no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary by the Purchaser in connection with the Acquisition, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated hereby.


5.4

Purchaser's Financial Statements


(a)

The Purchaser's Financial Statements fairly present the financial position and condition of the Purchaser at the dates thereof and the results of the operations of the Purchaser for the periods then ended and reflect all material assets, liabilities or obligations of the Purchaser as at the dates thereof; and


(b)

There are no material liabilities, contingent or otherwise, of the Purchaser not disclosed or reflected in the Purchaser's Financial Statements, except as disclosed in subsequent publicly filed financial statements and except those incurred in the ordinary course of business, including all costs associated with this Qualifying Transactions since that date and the Purchaser has not, since that date, guaranteed or agreed to guarantee, any debt, liability, or other obligation of any Person.


5.5

Purchaser's Taxes


The Purchaser has filed all tax returns in respect of, but has not been assessed for federal and provincial income taxes for each of its fiscal years, and accordingly, no such taxes are payable.


5.6

General Representations of the Purchaser


(a)

The authorized capital of the Purchaser consists of an unlimited number of Purchaser Shares and an unlimited number of preferred shares, of which 2,320,000 Purchaser Shares are issued and outstanding as fully paid and non-assessable common shares as at the date hereof. In addition, there are outstanding: (i) options of the Purchaser to purchase 150,000 Purchaser Shares, exercisable at a price of $0.25 per share, expiring February 27, 2011; and (ii) agents options to purchase 100,000 Purchaser Shares at a price of $0.25 per share, expiring March 1, 2008.


(b)

No Person has any agreement, option, right, or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of the Purchaser, except as publicly disclosed.


(c)

There is no "material fact" or "material change", as those terms are defined in the Securities Act (British Columbia), in the affairs of the Purchaser that has not been generally disclosed to the public in accordance with applicable Securities Laws, and no confidential material change report has been filed by the Purchaser.


No officer, director, or employee of the Purchaser is now indebted to the Purchaser on any account whatsoever, other than in the ordinary course of business.


Except as disclosed to the Vendors in writing, the information in respect of the Purchaser and its assets, liabilities and operations provided by the Purchaser to the Vendors was and is accurate and correct in all material respects as at the respective dates thereof.


The Purchaser is not a party to any legal proceedings and to the Purchaser's knowledge, there is no basis for any and there are no actions or proceedings outstanding or to the Purchaser's knowledge, pending or threatened against or affecting the Purchaser before or by any court or governmental authority, commission or agency.


ARTICLE 6
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF THE VENDORS


As of the date hereof, the Vendors hereby represent, wan - ant and acknowledge to the Purchaser as follows, on a joint and several basis, and acknowledge that the Purchaser is relying upon these representations, warranties and acknowledgements in connection with the entering into of this Agreement:


6.1

Organization and Qualification


(a)

Almaden:


(i)

is a corporation duly amalgamated and validly existing under the laws of British Columbia and has the requisite corporate power and authority to carry on its business in relation to the Canadian Properties as it is now being .conducted, is duly registered to do business in relation to the Canadian Properties and is in good standing in each jurisdiction in which the character of the Canadian Properties, owned or leased, or the nature of its activities in relation to the Canadian Properties, makes such registration necessary, except where the failure to be so registered or in good standing would not have a material adverse effect on the Canadian Properties; and


(ii)

to the best of Almaden's information and belief, it has conducted and is conducting its business in relation to the Canadian Properties in compliance with all applicable laws, rules, regulations, tariffs, orders, and directives of each jurisdiction where the Canadian Properties are located.


(b)

Gavilan:


(i)

is a corporation duly incorporated and validly existing under the laws of Mexico and has the requisite corporate power and authority to carry on its business in relation to the Mexican Property as it is now being conducted, is duly registered to do business in relation to the Mexican Property and is in good standing under the laws of Mexico, except where the failure to be so registered or in good standing would not have a material adverse effect on the Mexican Property;


(ii)

to Gavilan's knowledge, it has conducted and is conducting its business in relation to the Mexican Property in compliance with all applicable laws, rules, regulations, tariffs, orders, and directives of the laws of Mexico; and


(iii)

all of the issued and outstanding shares of Gavilan are beneficially owned or controlled, directly or indirectly, by Almaden.



6.2

Authority Relative to this Agreement


The Vendors have the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by the Vendors of the Acquisition will, by the Closing Date, have been duly authorized by the board of directors of the Vendors and no other corporate proceedings on its part will, by the Closing Date, be necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Vendors and constitutes a legal, valid and binding obligation, of the Vendors enforceable against it in accordance with its terms, subject to:


(a)

laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally, and


(b)

rules of law governing specific performance, injunctive relief, and other equitable remedies.


6.3

No Violations


(a)

The entering into of this Agreement and the consummation of the transactions contemplated hereby will not, to the best of the knowledge of the Vendors, result in the violation of any terms and provisions of the constating documents of the Vendors or of any indenture, instrument or agreement, written or oral, to which the Vendors may be a party.


(b)

Other than in connection with or in compliance with the provisions of Securities Laws, Exchange Policies, and an application to the Exchange to accept the Acquisition as the Purchaser's Qualifying Transaction:


(i)

there is no legal impediment to the Vendors consummation of the Acquisition, and


(ii)

no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary by the Vendors in connection with the Acquisition, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have a material adverse effect on the ability of the Vendors to consummate the transactions contemplated hereby.


6.4

The Properties


(a)

The Vendors are the legal and beneficial owners of, and have good and marketable title to, all of the Properties described in Schedule A hereto, and such Properties are free and clear of all Encumbrances, the Vendors are not aware of' any claim or the basis for any claim that would adversely affect the right of Almaden or Gavilan, as the case may be, to use, transfer, or otherwise exploit its interest in the Properties, and, to the Vendors' knowledge, they do not have any responsibility or obligation to pay any commission, royalty, license fee, or similar payment to any Person in respect of the Properties.


(b)

All of the agreements and other documents and instruments pursuant to which the Vendors hold the Properties are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, subject to:


(i)

laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally; and


(ii)

rules of law governing specific performance, injunctive relief and other equitable remedies; and


(iii)

the Vendors are not in default of any of the material provisions of any such agreements, documents, or instruments, nor has any such default been alleged.


(c)

The Properties have been, to the best of the information and belief of the Vendors, properly located, recorded and granted in compliance with the laws of the jurisdictions in which the Properties are located, and are accurately described in Schedule A.


(d)

There is no suit, action, litigation, arbitration or governmental proceeding, including appeals and applications for review, in progress or, to the knowledge of the Vendors, threatened against or related to the Properties which would affect the ability of the Vendors to sell, assign and transfer to the Purchaser the Properties and to complete the Acquisition.


(e)

The Properties are in good standing under all applicable laws and regulations, all assessment work required to be performed and filed has been performed and filed, all taxes and other payments have been paid, all filings have been made and all other obligations in respect of the Properties have been completed.


(f)

A copy of all of the agreements and other documents and instruments that in any way pertain to the Properties have been supplied to the Purchaser for review. All information, records and data furnished to the Purchaser, its representatives and legal counsel pursuant tot this Agreement are, to the Vendors' knowledge, accurate in all material respects.


(g)

The Vendors do not store any hazardous or toxic waste or substance on the Properties and have not disposed of any hazardous or toxic waste, in each case in a manner contrary to any environmental laws, and to the Vendors' knowledge, there are no contaminants on any of the Properties, other than in compliance with environmental laws.


(h)

No consents or waivers from any third parties are required for the Vendors to sell the Properties to the Purchaser, except as set out in Schedule B.


6.5

General Representations of the Vendors


(a)

There is no "material fact" or "material change", as those terms are defined in the Securities Act (British Columbia), in the affairs of the Vendors affecting the Properties or the Acquisition that have not been generally disclosed to the public in accordance with applicable Securities Laws, and no confidential material change report has been filed by the Vendors in relation to the Properties or the Acquisition.


(b)

The Vendors have not received notice of, any material violation of or investigation relating to any federal, provincial or local environmental or pollution law regulation or ordinance with respect to the Properties and, to the Vendors' knowledge, the Vendors have obtained all material permits, licenses and other authorizations which are required under federal, provincial or local laws with respect to pollution or protection of the environment relating to the Properties. All of the Properties are in compliance with all terms and conditions of such laws, permits, licenses and authorizations in all material respects.


(c)

The Vendors do not have any knowledge of, and have not received notice of, any material claims, or judicial, or administrative proceeding, pending or threatened against, or which may affect, the Properties, relating to or alleging any material violation of any environrnental, health, or safety law applicable to the Properties, and the Vendors are not aware of any facts that could give rise to any such claim or judicial or administrative proceeding.


(d)

The Vendors have made full disclosure to the Purchaser of all aspects of their businesses in relation to the Properties and have made all of their books and records available to the representatives of the Purchaser in order to assist the Purchaser in the performance of its due diligence investigations and there are not any material facts in relation to their businesses that would have a material adverse effect on the Properties that have been concealed by the Vendors.


(e)

The Vendors have received independent legal and tax advice as to the Acquisition and matters related thereto, as they affect the Vendors, and the Vendors are satisfied with the results thereof. Further, the Vendors have been independently advised as to, or is otherwise aware of, the escrow requirements with respect to the Purchaser Shares imposed by applicable Securities Laws and by Exchange Policies.


(f)

Person is entitled to a finder's fee or other form of compensation from the Vendors in respect of the Acquisition.


(g)

The Vendors shall use reasonable commercial efforts to assist the Purchaser in obtaining all necessary regulatory approvals for the Qualifying Transaction.


6.6

Vendors' Acknowledgements


(a)

There are restrictions on Almaden's ability to resell the Purchaser's Shares and it is the responsibility of Almaden to find out what those restrictions are and to comply with them before selling the Purchaser Shares.


(b)

The Vendors are aware that the Acquisition is subject to acceptance by the Exchange as a Qualifying Transaction, as defined by Policy 2.4, that such acceptance is contingent on a number of regulatory requirements, and that the Exchange may not so accept the Acquisition.


(c)

The Vendors are aware that for the Purchaser to remain listed on the Exchange following completion of the Acquisition, the Purchaser will be required to meet applicable listing requirements.


ARTICLE 7
COVENANTS OF THE VENDORS


7.1

Accuracy of Representation


The Vendors covenant and agree that, in between the date hereof and the Closing Date, the Vendors will not take any action, or fail to take any action, which would or could reasonably be expected to result in the representations and warranties set out in Article 6 being untrue in any material respect.


7.2

Notice of Material Adverse Change


From the date hereof until the Closing Date, the Vendors will promptly notify the Purchaser in writing of:


(a)

any Material Adverse Change of the Vendors in relation to the Properties;


(b)

any change in any representation or warranty set forth in Article 6 which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect, including without limitation any representation or warranty regarding the Properties; or


(c)

any material fact in respect of the Vendors which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.


The Vendors will in good faith discuss with the Purchaser any change in circumstances (actual, anticipated, contemplated or, to the knowledge of the Vendors, threatened, financial or otherwise) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the Purchaser pursuant to this Section.


7.3

Tax Efficiency of Transaction


The Vendors will, to the extent reasonable, cooperate with the Purchaser in structuring the Acquisition in a tax efficient manner.


ARTICLE 8
COVENANTS OF THE PURCHASER


8.1

Accuracy of Representation


The Purchaser covenants and agrees that, in between the date hereof and the Closing Date, the Purchaser will not take any action, or fail to take any action, which would or could reasonably be expected to result in the representations and warranties set out in Article 6 being untrue in any material respect.


8.2

Notice of Material Adverse Change


From the date hereof until the Closing Date, the Purchaser will promptly notify the Vendors in writing of:


(a)

any Material Adverse Change of the Purchaser, including without limitation any actual, anticipated, contemplated or, to the knowledge of the Purchaser, threatened, financial or otherwise regarding the business affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Purchaser;


(b)

any change in any representation or warranty set forth in Article 5 which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or


(c)

any material fact in respect of the Purchaser which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.


The Purchaser will in good faith discuss with the Vendors any change in circumstances (actual, anticipated, contemplated or, to the knowledge of the Purchaser, threatened, financial or otherwise) which is of such a nature that there, may be a reasonable question as to whether notice need to be given to the Vendors pursuant to this Section.


8.3

Reporting Issuer Status


The Purchaser will use its best efforts to continue to be a "Reporting Issuer" in those provinces in Canada in which it is currently a "Reporting Issuer" and to remain in material compliance with all applicable Securities Laws.


ARTICLE 9
MUTUAL COVENANTS


9.1

Other Filings


The Purchaser and the Vendors will, as promptly as practicable hereafter, prepare and file any filings required under any of either or both of Securities Laws or the rules of the Exchange, or any other applicable law relating to the Acquisition.


9.2

Additional Agreements


Subject to the terms and conditions herein provided and to fiduciary obligations under applicable law as advised by counsel in writing, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts:


(a)

to obtain all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts including, without limitation, the agreement of any persons as may be required pursuant to any agreement, arrangement or understanding relating to the Vendors' Properties;


(b)

to obtain all necessary consents, approvals and authorizations as are required to be obtained under any federal, provincial or foreign law or regulations;


(c)

to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby;


(d)

to cause to be, lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby;


(e)

to effect all necessary registrations and other filings and submissions of information requested by governmental authorities; and


(f)

to fulfil all conditions and satisfy all provisions of this Agreement.


9.3

Conduct of Business


From the date of the execution of this Agreement until the Closing Date, each of the Purchaser, Almaden and Gavilan will operate their business in a prudent and business-like manner in the ordinary course and in a manner consistent with past practice.


ARTICLE 10
CONDITION PRECEDENT


10.1

Conditions to the Purchaser's Obligations


Subject to the provisions of this Agreement, the Purchaser reserves the right to withdraw or terminate this Agreement and not purchase the Properties, unless all of the following conditions are satisfied or waived by the Purchaser:


(a)

all government and regulatory approvals, orders, rulings, exemptions and consents (including, without limitation, those of any stock exchanges or other securities or regulatory authorities) which are necessary to be obtained by the Purchaser and the Vendors in order for each of them to consummate all of the transactions contemplated by this Agreement will have been obtained on terms and conditions satisfactory to each of the Purchaser and the Vendors, acting reasonably, and will be in full force and effect;


(b)

approval by the Exchange of the Acquisition as a "Qualifying Transaction", as defined in the Exchange Policies, including without limitation that the Acquisition satisfies all applicable Exchange Policies regarding Qualifying Transactions, including, without limitation, Policy 2.4;


(c)

the approval of the Acquisition and this Agreement by the boards of directors of each of the Purchaser and the Vendors will have been obtained on terms and conditions satisfactory to the Purchaser and the Vendors, acting reasonably;


(d)

all requisite third party consents and provision of any necessary third party notices will have been obtained by the Purchaser on terms and conditions satisfactory to the Purchaser and the Vendors, acting reasonably;


(e)

all requisite third party consents and provision of any necessary third party notices will have been obtained by the Vendors on terms and conditions satisfactory to the Purchaser and the Vendors, acting reasonably;


(f)

no action, suit or proceeding regarding the Properties or against either of the Purchaser or the Vendors will have been threatened or taken before or by any domestic or foreign court or tribunal or governmental agency or other regulatory authority or administrative agency or commission by any elected or appointed public official or by any private person (including, without limitation, any individual, body corporate, partnership, syndicate or other form of unincorporated entity) in Canada or elsewhere, whether or not having the force of law, and no law, regulation or policy will have been proposed, enacted, promulgated or applied, whether or not having the force of law; that has the effect or may have the effect to cease trade, enjoin, prohibit or impose material limitations, damages or conditions on the consummation of all of the transactions contemplated by this Agreement;


(g)

there will not exist any prohibition at law against either the Purchaser or the Vendors completing the Acquisition;


(h)

the Purchaser will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of the Properties during the time between the execution of this Agreement and the Closing Date has occurred;


(i)

the Purchaser will have determined in its sole judgment, acting reasonably, that a due diligence investigation by the Purchaser, has been satisfactorily_ completed;


(j)

the Private Placement will have closed;


(k)

The royalty agreement referred to in Section 2.3(a) of this Agreement shall have been entered into by the Purchaser and Almaden;


(1)

the Purchaser will have determined in its sole judgment, acting reasonably, that: (i) the Vendors will not have breached, or failed to comply with, in any material respect, any of their covenants or other obligations under this Agreement; and (ii) all representations and Warranties of the Vendors contained in this Agreement will have been true and correct, in all material respects, as of the date of this Agreement and will not cease to be true and correct in any material respect thereafter provided that the Vendors have been given notice of and five (5) Business Days to cure any such misrepresentation, breach or non-performance and has failed to cure any such misrepresentation, breach or non-performance;


(m)

each of Almaden and Gavilan shall have caused to be delivered to the Purchaser a certificate, in a form satisfactory to the Purchaser, dated as of the Closing Date and signed by two executive officers of each of Almaden and Gavilan, to the effect that:


(i)

the respective representations and warranties of Almaden and Gavilan contained in this Agreement are true and correct as at the Closing Date with the same force and effect as if such representations and warranties had been made on as of such date;


(ii)

there has not occurred a Materially Adverse Change with respect to the Properties; and


(iii)

each of Almaden and Gavilan have complied with, in all material respects, their covenants and other obligations under this Agreement;


(n)

the Vendors shall have delivered to the Purchaser the assignment of the Properties as set out in Section 3.1 of this Agreement, in a form satisfactory to the Purchaser;


(o)

the Purchaser will have received a title opinion regarding the Properties in a form satisfactory to the Purchaser, acting reasonably; and


(p)

this Agreement will not have been terminated pursuant to its terms.


10.2

Conditions to the Vendors' Obligations


Subject to the provisions of this Agreement, the Vendors reserve the right to withdraw or terminate this Agreement and not sell the Properties, unless all of the following conditions are satisfied or waived by Vendors:


(a)

all government and regulatory approvals, orders, rulings, exemptions and consents (including, without limitation, those of any stock exchanges or other securities or regulatory authorities) which are necessary to be obtained by the Purchaser and the Vendors in order for each of them to consummate all of the transactions contemplated by this Agreement will have been obtained on terms and conditions satisfactory to each of the Purchaser and the Vendors, acting reasonably, and will be in full force and effect;


(b)

approval by the Exchange of the Acquisition as a "Qualifying Transaction", as defined in the Exchange Policies, including without limitation that the Acquisition satisfies all applicable Exchange Policies regarding Qualifying Transactions, including, without limitation, Policy 2.4;


(c)

the approval of the Acquisition and this Agreement by the boards of directors of each of the Purchasers and the Vendors will have been obtained on terms and conditions satisfactory to the Purchaser and the Vendors, acting reasonably;


(d)

all requisite third party consents and provision of any necessary third party notices will have been obtained by the Purchaser on terms and conditions satisfactory to the Purchaser and the Vendors, acting reasonably;


(e)

all requisite third party consents and provision of any necessary third party notices will have been obtained by the Vendors on terms and conditions satisfactory to the Purchaser and the Vendors, acting reasonably;


(f)

no action, suit or proceeding regarding the Properties or against either of the Purchaser or the Vendors will have been threatened or taken before or by any domestic or foreign court or tribunal or governmental agency or other regulatory authority or administrative agency or commission by any elected or appointed public official or by any private person (including, without limitation, any individual, body corporate, partnership, syndicate or other form of unincorporated entity) in Canada or elsewhere, whether or not having the force of law, and no law, regulation or policy will have been proposed, enacted, promulgated or applied, whether or not having the force of law, that has the effect or may have the effect to cease trade, enjoin, prohibit or impose material limitations, damages or conditions on the consummation of all of the transactions contemplated by this Agreement;


(g)

there will not exist any prohibition at law against either the Purchaser or the Vendors completing the Acquisition;


(h)

the Vendors will have determined in their sole judgment, acting reasonably, that no Material Adverse Change in the affairs of the Purchaser during the time between the execution, of this Agreement and the Closing Date has occurred;


(i)

the Vendors will have determined in their sole judgment, acting reasonably, that a due diligence investigation by the Vendors has been satisfactorily completed;


(j)

the Vendors will have determined in their sole judgment, acting reasonably, that: (i) the Purchaser will not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement; and (ii) all representations and warranties of the Purchaser contained in this Agreement will have been true and coma, in all material respects, as of the date of this Agreement and will not cease to be true and correct in any material respect thereafter provided that the Purchaser has been given notice of and five (5) Business Days to cure any such misrepresentation, breach or non-performance and has failed to cure any such misrepresentation, breach or non-performance;


(k)

the Royalty Agreement referred to in Section 2.3(a) of this Agreement shall have been entered into by the Purchaser and Almaden;


(l)

the Purchaser shall have caused to be delivered to the Vendors a certificate, in a form satisfactory to the Vendors, dated as of the Closing Date and signed by two executive officers of the Purchaser, to the effect that:


(i)

the representations and warranties of the Purchaser contained in this Agreement are true and correct as at the Closing Date with the same force and effect as if such representations and warranties had been made on as of such date;


(ii)

there has not been any Materially Adverse Change with respect to affairs of the Purchaser; and


(iii)

the Purchaser has complied with, in all material respects, their covenants and other obligations under this Agreement;


(m)

the Purchaser shall have delivered to Almaden the Purchase Price as set out in Section 2.2 of this Agreement, consisting of 3,500,000 Purchaser Shares duly registered in the name of Almaden; and


(n)

this Agreement will not have been terminated pursuant to its terms.


ARTICLE 11
CONTINUING OBLIGATIONS OF THE PARTIES


11.1

Grant of Option


(a)

If within 24 months of the Closing Date, the Purchaser enters into an option agreement with an arm's length third party (the "Optionee") wherein the Optionee can earn an interest in respect of a Property, other than the Qualifying Property, and:


(i)

the Optionee agrees to expend a minimum of $500,000 to earn its interest; and


(ii)

the Optionee has incurred exploration expenditures of $200,000 (the "Expenditures") within 24 months of the Closing Date and there is a further commitment by the Optionee to expend a minimum of $100,000 on a work program for the Property,


the Purchaser will issue to Almaden or its nominee, a total of 500,000 Purchaser Shares (the "Additional Shares").


(b)

The Additional Shares are to be issued within 30 days from the date the Purchaser receives written confirmation of the Expenditures, in sufficient detail as contained in the financial statements of the Optionee or such other written confirmation satisfactory to the Purchaser. In addition, the issuance of the Additional Shares shall be subject to the approval of the Exchange or such other stock exchange on which the Purchaser Shares are listed.


(c)

The Purchaser agrees to use its best endeavours to negotiate an option agreement on terms which will require the issuance of the Additional Shares to Almaden as provided by this Section.


ARTICLE 12
COMPLIANCE WITH SECURITIES REGULATORY REQUIREMENTS


12.1

Compliance with Exchange Requirements


(a)

The Vendors will promptly comply with all reasonable conditions and requirements of the Exchange.


(b)

If the Exchange or any other regulatory authority having jurisdiction shall prevent the closing of the Acquisition contemplated in this Agreement, neither the Purchaser nor its directors, officers, legal counsel, servants or agents shall in any way be liable to any of the Vendors in respect of any damages or losses suffered by them as a result of such failure to give their approval if the Purchaser has used, with all due diligence and in good faith, its best efforts to obtain the approval of such regulatory authorities.


(c)

The parties acknowledge that the Purchaser is required to prepare and file certain documents with the Exchange, including the Filing Statement, in order to obtain the required approvals for the completion of a Qualifying Transaction. The parties agree to facilitate such preparations and filings and the Vendors agree to provide all such documentation as may be necessary or deemed desirable to obtain such approvals and will assist in the preparation of such documents, including the Filing Statement.


ARTICLE 13
TERMINATION, AMENDMENT AND WAIVER


13.1

Termination


(a)

The parties hereto may terminate this Agreement at any time prior to Closing upon written agreement of all the parties. In addition, this agreement may be terminated as follows:


(i)

By written consent of the Parties;


(ii)

By either party upon providing such party notice to the other party, if all required regulatory approvals are not received by July 15, 2007; or


(iii)

automatically if the Acquisition is not closed by 5:00 p.m. (Vancouver time) on July 31, 2007 or such later date as the Purchaser or the Vendors may agree upon in writing.


(b)

If this Agreement is terminated, this Agreement will forthwith have no further force or effect and there will be no obligation on the part of the Purchaser or the Vendors hereunder.


(c)

Nothing in this Section 13.1 will relieve any party from liability for any breach of this Agreement.


13.2

Amendment


This Agreement may be amended by mutual agreement between the parties hereto. This Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the parties hereto.


13.3

Waiver


The Purchaser, on the one hand, and the Vendors, on the other hand, may:


(a)

extend the time for the performance of any of the obligations or other acts of the other;


(b)

waive compliance with any of the other's agreements or the fulfilment of any conditions to its own obligations contained herein; or


(c)

waive inaccuracies in any of the other's representations or warranties contained herein or in any document delivered by the other party hereto;


provided, however, that any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such party.


ARTICLE 14
GENERAL PROVISIONS


14.1

Notices


All notices and other communications given or made pursuant hereto will be in writing and will be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by cable, telegram, telecopier or telex or sent by prepaid overnight carrier to the parties at the following addresses (or at such other addresses as will be specified by the parties by like notice):


(a)

if to the Purchaser:


Suite 300, 570 Granville Street

Vancouver, British Columbia V6C 3P1


Attention: Richard A. Graham

Facsimile: (604) 681-4692


with a copy to:

Borden Ladner Gervais LLP

Suite 1000, 400- 3 rd Avenue S.W.

Calgary, Alberta T2P 4H2


Attention: Melinda Park

Facsimile: (403) 266-1395


(b)

if to the Vendors:


Suite 1103, 750 West Pender Street

Vancouver, British Columbia V6C 2T8


Attention: J. Duane Poliquin

Facsimile: (604) 689-7645


with a copy to:


William J. Worrall, Q.C. Law Corporation

Lexas Law Group

1550 1185 West Georgia Street

Vancouver, British Columbia V6E 4E6


Attention: William J. Worrall, Q.C.

Facsimile: (604) 689-7030


14.2

Miscellaneous


This Agreement constitutes the entire agreement and supersedes all other prior, agreements and understandings, both written and oral, between the parties, with respect to the subject matter hereof, and will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The parties hereto will be entitled to rely upon delivery of an executed facsimile copy of this Agreement, and such facsimile copy will be legally effective to create a valid and binding agreement among the' parties hereto. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the Province of British Columbia having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.


14.3

Assignment


Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the parties hereto without the prior written consent of the other parties. The Purchaser may assign all or any part of its rights or obligations under this Agreement to a direct or indirect wholly-owned subsidiary of the Purchaser, provided that if such assignment takes place, the Purchaser will continue to be liable to the Vendors for any default in performance by the assignee.


14.4

Survival of Representations and Warranties


The representations and warranties of the Purchaser and the Vendors contained in this Agreement will survive the Closing Date and remain m full force and effect thereafter for a period of 12 months.


14.5

Severability


Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability without invalidating or, rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.


14.6

Counterpart Execution


This Agreement may be executed in any number of counterparts and each such counterpart will be deemed to be an original instrument but all such counterparts together will constitute one agreement.


14.7

Entire Agreement


The Purchaser and Vendors hereto agree that the terms and conditions of this Agreement shall supersede and replace any other agreements or arrangements, whether oral or written, heretofore existing among the parties in respect of the subject matter of this Agreement, including, without limiting the generality of the foregoing, the letter of intent between the parties dated Apri127, 2007.



IN WITNESS WHEREOF, the Purchaser and the Vendors have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized,


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IN WITNESS WHEREOF, the Purchaser and the Vendors have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.



[ALMADENACQUISITIONAGREEME002.JPG]



SCHEDULE A

DESCRIPTION OF PROPERTIES AND PRICE ALLOCATION



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SCHEDULE B

CONSENTS, WAIVERS AND NOTICES


1.

Regulatory approvals, including the approval of the Exchange, pursuant to applicable Exchange Policies including, without limitation, Policy 2.4 - Capital Pool Companies.



SCHEDULE C


NET SMELTER RETURN ROYALTY


The Royalty payable to Almaden (in respect of the Canadian Properties) and Gavilan (in respect of the Mexican Property) (hereinafter called the "Payee") by the Purchaser (in respect of the Canadian Properties) and the Purchaser's Subsidiary (in respect of the Mexican Property) (hereinafter called the "Payor") will be payable in accordance with the terms of this Schedule C.


The Royalty (as herein defined) shall be payable on minerals produced, saved and sold from the Property on the terms and subject to the conditions herein specified.


Capitalized terms used but not defined herein shall have the respective meanings described to such terms in the Acquisition Agreement to which this is a Schedule.


1.

Production Royalty. If the Payor commences production of Products that are mined from a Property, the Payor shall pay Payee a Production Royalty equal to two percent (2%) of the Net Smelter Returns from all Product (the "Production Royalty"), computed as herein provided. No Production Royalty shall be due upon bulk samples extracted by the Payor for metallurgical or other testing purposes during the Payor's exploration or development work on a Property.


The term "commences production" as used herein shall mean the first day of the month following expiration of the first consecutive two month period within which milling (or other treatment) of ores produced from the Properties has yielded concentrate of commercial quality and quantity and the term "Product" shall refer to any ores or minerals produced, saved and sold from a Property.


2.

Net Smelter Returns. As used herein, 'Net Smelter Returns" means the Gross Proceeds less Allowable Deductions.


(a)

As used herein, "Gross Proceeds" shall have the following meaning:


i)

If the Payor causes refined gold (meeting the specifications of the London Bullion Market Association) to be produced from Products, Net Smelter Returns shall be paid on the refined gold, as herein provided. For purposes of determining Net Smelter Returns, the refined gold shall be deemed to have been sold at the Monthly Average Gold Price and the Gross Proceeds shall be determined by multiplying Gold Production during the calendar month by the Monthly Average Gold Price for such month. As used herein, "Gold Production" shall mean the quantity of refined gold outturned during the calendar month to the Payor's account by an independent third party refinery from Products, on either a provisional or final settlement basis as used herein. "Monthly Average Gold Price" shall mean the average London Bullion Market Association P.M. Gold Fix, calculated by dividing the sum of all such prices reported for the month by the number of days for which such prices were reported.


ii)

If the Payor causes refined silver (meeting the specifications for refined silver subject to the New York Silver Price published by Handy & Harman) to be produced from Products, Net Smelter Returns shall be paid on refined silver as herein provided. For purposes of determining Net Smelter Returns, the refined silver shall be deemed to have been sold at the Monthly Average Silver Price ad the Gross Proceeds shall be determined by multiplying Silver Production during the calendar month by the Monthly Average Silver Price for such month. As used herein, "Silver Production" shall mean the quantity of refined silver outturned during the calendar month to the Payor's account by an independent third party refinery from Products, on either a provisional or final settlement basis. As used herein, "Monthly Average Silver Price" shall mean the average New York Silver Price as published daily by Handy & Harmon, calculated by dividing the sum of all such prices reported for the calendar month by the number of days for which such prices were reported.


iii)

If the Payor causes Products other than refined gold and refined silver to be produced from a Property, Net Smelter Returns shall be paid on the refined Product produced as herein provided and the Gross Proceeds shall be equal to the amount of the proceeds actually received by the Payor during the calendar month from the sale of such refined Product.


iv)

If the Payor sells raw ore mined from a Property or dore or concentrates produced from Products to an independent third party in an arm's length transaction, then the Gross Proceeds shall be equal to the amount of the proceeds actually received by the Payor during the calendar month from the sale of such raw ore, dore, or concentrates.


v)

If the Payor sells raw ore mined from a Property or dore or concentrates produced from Products in other than an arm's length sale to an independent third party, then the Gross Proceeds shall be equal to the fair market value of such raw ore, (lore or concentrates.


b)

As used herein, "Allowable Deductions" shall mean all costs, charges and expenses paid by the Payor for or with respect to processed Products, after such Products are shipped from a Property, including:


i)

Charges for treatment in the smelting and refining processes (including handling, processing, interest and provision for settlement fees, costs of umpires, sampling, assaying and representation fees, penalties, and other deductions made by the processor or imposed by law and specifically excluding mining and milling costs);


ii)

Actual costs of transportation (including loading, freight, insurance security, transaction taxes, handling, port, demurrage, delay, and forwarding expenses incurred by reason of or in the course of such transportation) of Products from a Property to the place of treatment and then to the place of sale;


iii)

costs or charges of any nature for or in connection with insurance, storage, or representation at a smelter or refinery for Products; and


iv)

sales, use, severance, excise, net proceeds or mine, and any other tax on or measured by mineral productions.


3.

Calculation and Payment of Production Royalty.


a)

The obligation to pay Production Royalty shall accrue upon the outtum of refined Products, on which Production Royalty is payable to the Payor's account or the sooner sale of unrefined metals, dore, concentrates, ores or other Products, as hereinafter provided.


b)

Where outturn of refined Products is made by an independent third party refinery on a provisional basis, the Net Smelter Retums shall be based upon the amount of refined Product credited by such provisional settlement, but shall be adjusted in subsequent statements to account for the amount of refined Product established by final settlement by the refinery.


c)

Production Royalty shall become due and payable quarterly on the last day of the month next following the end of the quarter in which the same accrued. Production Royalty payments shall be accompanied by a statement showing in reasonable detail the quantities and grades of the refined Products produced and sold or deemed sold by the Payor monthly; the average monthly price determined as herein provided for refined metals on which Production Royalty is due; Allowable Deductions; and other pertinent information in sufficient detail to explain the calculation of the Production Royalty payment.


d)

All Production Royalty payments shall be considered final and in full satisfaction of all obligations of the Payor with respect thereto, unless Payee gives the Payor written notice describing and setting forth a specific objection to the determination thereof within 12 months setting of receipt by Payee of a Production Royalty statement. If Payee objects to-a particularly quarterly statement as herein provided, Payee shall, for a period of 60 days after the Payor's receipt of notice of such objection, have the right, upon reasonable notice and at reasonable time, to have the Payor's accounts and records relating to the calculation of the Production Royalty in question audited by a certified public accountant acceptable to Payee and to the Payor. If such audit determines that there has been a deficiency or an excess in the payment made to Payee such deficiency or excess shall be resolved by adjusting the next monthly Production Royalty payment or credit due hereunder. Payee shall pay all costs of such audit unless a deficiency of 5% or more of the amount determined by the Payor to be due to Payee is determined to exist. The Payor shall pay the costs of such audit if a deficiency of 5% or more of the amount due is determined to exist. All books and records used by the Payor to calculate Production Royalty due hereunder shall be kept in accordance with generally accepted accounting principles consistently applied. Failure on the part of Payee to make claim on the Payor for adjustment in such 12 month period shall establish the correctness and preclude the filing of exceptions thereto or making of claims for adjustment thereon; providing that nothing herein shall limit the time in which Payee may commence a proceeding for fraud, concealment or misrepresentation.


e)

The Payor shall have the right of mixing or commingling, at any location and either underground or at the surface, any Products from the Property with any ores, metals, minerals, or mineral products from other lands, provided that the Payor shall determine the weight or volume of, sample and analyze for grade and amenability to process all such Products and ores, metals, minerals and mineral products (including the recovery factor) before the same are so mixed or commingled. Any such determining of weight or volume, sampling and analytical practices and procedures applied by the Payor shall be used as the basis of allocation of Net Smelter Returns payable to Payee hereunder in the event of a sale by the Payor of materials so mixed or commingled or of products produced therefrom. Prior to commencement of commercial production, the Payor shall notify Payee how the Payor proposes to determine the weight of volume of, sample and analyze all such materials. Payee may, within 30 days after receipt of such notice, object thereto in writing, specifying with particularity the grounds for such objection. If Payee does not serve a timely objection, Payee shall be deemed to have consented to procedures described in the Company's notice. If Payee does object to the Payor's proposed procedures within such 30-day period, the Payor and Payee shall attempt for a period of 15 days to reach agreement concerning the procedures to be used. If the Payor and Payee fail to reach agreement within such 15-day period, either party may initiate binding arbitration in accordance with the provisions of this Agreement, to determine the procedures to be used. Based on its operating experience, the Payor may subsequently propose modifications to the approved procedures for determining the weight or volume of, sampling and analyzing ores or mineral products to be mixed or commingled, following the same procedures set forth herein, including arbitration. Notwithstanding the foregoing, nothing herein shall require or permit the operations of the Payor or its mixing or commingling or Products with any ores, metals, minerals or mineral products from other lands to be hindered, delayed or interrupted pending the determination of the procedures to be used.


f)

The Payor may but need not engage in forward sales, future trading or commodity options trading, and other price hedging, price protection, and speculative arrangements ("Trading Activities") which may involve the possible delivery of Products produced from a Property. The parties acknowledge and agree that Payee shall not be entitled to participate in the proceeds or be obligated to share in any losses generated by the Payor's Trading Activities.


4.

No Implied Covenants. The timing, nature, manner and extent of any exploration, development, mining, production and sale of Products, if any, shall be at the sole discretion of the Payor. No implied covenants or conditions whatsoever shall be read into the Deed, including without limitation any covenants or conditions relating to exploration, development, prospecting, mining, production or sale of Products, except for the covenants of good faith and fair dealing.


5.

Assignment. The Payor shall have the right to assign a Property, in whole or in part and shall have sole and absolute discretion concerning the sale, assignment, transfer, conveyance, venturing, encumbrance or other disposition of the Property, in whole or in part, on such terms and conditions as it determines appropriate. The Payor shall require any transferee or assignee of any interest in the Property to assume in writing the obligation to pay Payee the Production Royalty in accordance with the terms and conditions set forth herein, and upon such assumption, the Payor shall be released from all liability hereunder with respect to the transferred interest in such Property, except for such liability as has accrued prior thereto.


6.

Treatment of Product. The Payor may, but shall not be obligated to, treat, mill, heap leach, sort, concentrate, refine, smelt, or otherwise process, beneficiate or upgrade the ores, concentrates, and other mineral product produced from a Property, at sites located on or off such Property, prior to sale, transfer, or conveyance to a purchaser, user or other consumer. The Payor shall not be liable for mineral values lost in processing under sound practices and procedures, and no Production Royalty shall be due on any such lost mineral values.


7.

Arbitration. Any dispute, controversy or claim arising out of or relating to the calculation or payment of Production Royalty shall be settled by binding arbitration.


a)

The arbitration shall be conducted in accordance with the commercial arbitration rules of the British Columbia International Commercial Arbitration Centre in effect at the time of the arbitration, except as they may be modified herein or by the mutual agreement of the parties. The arbitration shall be the sole and exclusive forum for resolution of the dispute, controversy or claim and the award shall be in writing and shall be final and binding on the parties. The costs and fees of arbitration, including the arbitrator's fees and the parties' attorney's fees, shall be awarded in the manner determined by the arbitrator. Judgement thereon may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.


b)

There shall be one arbitrator selected by the mutual agreement of the party initiating arbitration ("Claimant") and the party named as respondent ("Respondent"). If the Claimant and the Defendant cannot agree on an arbitrator within 20 days after receipt of notice of arbitration by the Respondent, the Claimant and the Respondent shall each name an arbitrator within 20 days after the expiration of the initial 20 day period. The two arbitrators so chosen shall, within a period of 30 days after their selection, select a third arbitrator to serve as the sole arbitrator. If any party to this Agreement entitled to name an arbitrator should fail to do so, or if the two arbitrators appointed by the parties fail or are unable to appoint the sole arbitrator, British Columbia International Commercial Arbitration Centre shall appoint such arbitrator. The arbitrator selected by the parties or by the two arbitrators shall be impartial and independent from the parties and shall be technically competent with respect to the issues submitted for arbitration.


c)

The arbitration hearing will be held in Vancouver, British Columb ia.







SALE AND PURCHASE AGREEMENT


THIS AGREEMENT is dated for reference the 30 th day of May, 2008.


BETWEEN:


ALMADEN MINERALS LTD, ("Almaden") and REPUBLIC RESOURCES LTD ("Republic") bodies corporate incorporated or organized pursuant to the laws of British Columbia and each having an office at 1103-750 West Pender Street, Vancouver, British Columbia, V6C 2T8


(Jointly the "Vendor")


OF THE FIRST PART


AND


TARSIS CAPITAL CORP., a body corporate continued pursuant to the laws of British Columbia and having an office at 1103-750 West Pender Street, Vancouver, V6C 2T8


(the "Purchaser")


OF THE SECOND PART


WHEREAS:


A.

The Vendor is the legal and beneficial owner of a 100% interest in the Property as more particularly described in Schedule "A" attached to and made a part of this Agreement;


B.

The Vendor wishes to sell and the Purchaser wishes to purchase an undivided 100% interest in and to the Property subject only to the obligation to pay an. NSR and to issue Additional Shares on the terms and subject to the conditions set out in this Agreement.


NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual promises, covenants, conditions, representations and warranties herein set out, the parties hereto agree as follows:


1.

INTERPRETATION


1.1

For the purposes of this Agreement, including the recitals and any schedules hereto, unless there is something in the subject matter or context inconsistent therewith, the following words and expressions shall have the following meanings:


(a)

“Additional Shares" shall mean 500,000 common shares of the capital of Purchaser to be issued in accordance with paragraph 3.3 on the receipt by the Purchaser of Bankable Feasibility Study;


(b)

"Agreement" means this Agreement, as amended from time to time;


(c)

"Approval Date" means the date that is five (5) business days after receipt by the Purchaser of written confirmation from the Exchange that this Agreement has been accepted for filing;


(d)

"Bankable Feasibility Study" shall mean a study prepared at the direction of Purchaser by a recognized firm of mining engineering consultants which contains a detailed examination of the feasibility of bringing a deposit of minerals on the Property into commercial production by the establishment of a mine, which reviews all outstanding issues, which contains the statement of the ore reserves, which reviews the nature and scale of any proposed operation, which contains an estimate of the construction costs and production costs and is in the form of a bankable document (meaning a document appropriate for presentation to a bank or other financial institutions from which a party might wish to secure financing);


(e)

"Commercial Production" means the operation of the Property or any portion thereof as a producing mine and the production of mineral products therefrom (excluding bulk sampling, pilot plant or test operations);


(f)

"Exchange" means the TSX Venture Exchange;


(g)

"Net Smelter Return" means that charge on proceeds from production as described in Schedule "B";


(h)

"Property" means those mineral properties more particularly described in Schedule "A" hereto together with the surface rights, mineral rights, personal property and permits associated therewith, and shall include any renewal thereof and any other form of successor or substitute title thereto.


1.2

The titles to the respective Articles hereof shall not be deemed to be a part of this Agreement but shall be regarded as having been used for convenience only.


1.3

Words used herein importing the singular number shall include the plural, and vice-versa, and words importing the masculine gender shall include the feminine and neuter genders, and vice-versa, and words importing persons shall include firms, partnerships and corporations.


2.

REPRESENTATIONS AND WARRANTIES


2.1

Each party represents and warrants to the others that:


(a)

if a company, it is a company duly incorporated, validly subsisting and in good standing with respect to filing of annual reports under the laws of the jurisdiction of its incorporation and is or will be qualified to do business and to hold an interest in the Property in the jurisdiction in which the Property is located;


(b)

it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to carry out and perform all of its obligations and duties hereunder;


(c)

it has duly obtained all authorizations for the execution, delivery and performance of this Agreement, and such execution, delivery and performance and the consummation of the transactions herein contemplated will not conflict with, or accelerate the performance required by or result in any breach of any covenants or agreements contained in or constitute a default under, or result in the creation of any encumbrance, lien or charge under the provisions of its constating or initiating documents or any indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject and will not contravene any applicable laws.


2.2

The Vendor represents and warrants to the Purchaser that:


(a)

it is the sole beneficial owner of a 100% undivided interest in and to the Property;


(b)

the Property is in good standing under the laws of the jurisdiction in which the Property is located up to and including at least the respective expiry dates set forth in Schedule "A" hereto;


(c)

the Property is free and clear of all liens, charges and encumbrances and is not subject to any right, claim or interest of any other person;


(d)

it has complied with all laws in effect in the jurisdiction in which the Property is located with respect to the Property and such Property has been duly and properly staked and recorded in accordance with such laws and that the Purchaser may enter in, under or upon the Property for all purposes of this Agreement without making any payment to, and without accounting to or obtaining the permission of, any other person other than any payment required to be made under this Agreement; and


(e)

there is no adverse claim or challenge against or to the ownership of or title to the Property, or any portion thereof nor is there any basis therefor and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof or interest therein and no person has any royalty or interest whatsoever in production or profits from the Property or any portion thereof, and the Property is not the whole or substantially the whole of the Vendor's assets or undertaking.


2.3

The representations and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement, are to be construed as both conditions and warranties and shall, regardless of any investigation which may have been made by or on behalf of any party as to the accuracy of such representations and warranties, survive the closing of the transaction contemplated hereby and each of the parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty contained in this Agreement, and each party shall be entitled, in addition to any other remedy to which it may be entitled, to set off any such loss, damage or costs suffered by it as a result of any such breach against any payment required to be made by it to any other party hereunder.


3.

SALE AND PURCHASE


3.1

In consideration of the payment by the Purchaser to the Vendor of $30,000, the re-imbursement by the Purchaser of the Vendor's expense of maintenance costs of the Property incurred in December 2007 and the issue, allotment and delivery to the Vendor of 100,000 fully paid and non-assessable common shares of the Purchaser, the Vendor herby sells, transfers and assigns and the Purchaser hereby purchases a 100% interest in the Property free and clear of all encumbrances of any nature and kind except the grant of the Net Smelter Return as provided in paragraph 3.2.


3.2

Upon commencement of Commercial Production the Purchaser shall pay to the Vendor a Net Smelter Return to be paid in accordance with the provisions of Schedule "B" of this Agreement and The Net Smelter Return shall be recorded so as to constitute an obligation on a transferee of the Property.


3.3

Within 3 business days of the delivery to the Purchaser of a Bankable Feasibility Study the Purchaser shall issue to the Vendor an additional 500,000 fully paid and non-assessable common shares of the Purchaser. In the event the Purchaser shall sell or otherwise dispose of all or a portion of the Property (an "Alienation") and the acquiror of such interest ("Alienee") shall be in receipt of a Bankable Feasibility Study then upon such receipt the purchaser shall be obligated to issue the aforedescribed 500,000 shares unless in the contract of Alienation the Purchaser shall have secured from the Alienee a covenant (assignable to the Vendor) to issue to the Vendor 500,000 fully paid and non-assessable common shares of the Alienee upon receipt of a Bankable Feasibility Study.


3.4

Any and all shares issued in accordance with paragraphs 3.1 and 3.3 shall be subject only to such restrictions on transfer and alienation as may be provided under applicable securities regulation and under the policies of the Exchange at the time of issue and delivery of such shares.


4.

NOTICE


4.1

Any notice, direction, or other instrument required or permitted to be given under this Agreement shall be in writing and shall be given by the delivery of same or by mailing same by prepaid registered or certified mail or by sending same by telegram, telex, telecommunication or other similar form of communication, in each case addressed to the intended recipient at the address of the respective party set out on the first page hereof.


4.2

Any notice, direction, or other instrument aforesaid will, if delivered, be deemed to have been given and received on the day it was delivered, and if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal service in which event notice will be deemed to be received only when actually received and, if sent by telegram, telecommunication or other similar form of communication, be deemed to have been given and received on the day it was actually received.


4.3

Any party may at any time give notice in writing to the others of any change of address, and from and after the giving of such notice, the address therein specified will be deemed to be the address of such party for the purposes of giving notice hereunder.


5.

FURTHER ASSURANCES


5.1

Each of the parties covenants and agrees, from time to time and at all times, to do all such further acts and execute and deliver all such further deeds, documents and assurances as may be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.


6.

TIME OF THE ESSENCE


6.1

Time shall be of the essence in the performance of this Agreement.


7.

ENUREMENT


7.1

This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.


8.

FORCE MAJEURE


8.1

No party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its reasonable control (except those caused by its own lack of funds) including, but not limited to, acts of God, fire, storm, flood, explosion, strikes, lockouts or other industrial disturbances, acts of public enemy, war, riots, laws, rules and regulations or orders of any duly constituted governmental authority, or non-availability of materials or transportation (each an "Intervening Event").


8.2

All time limits imposed by this Agreement will be extended by a period equivalent to the period of delay resulting from an Intervening Event.


8.3

A party relying on the provisions of Section 16.1 hereof, insofar as possible, shall promptly give written notice to the other party of the particulars of the Intervening Event, shall give written notice to all other parties as soon as the Intervening Event ceases to exist, shall take all reasonable steps to eliminate any Intervening Event and will perform its obligations under this Agreement as far as practicable, but nothing herein will require such party to settle or adjust any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted governmental authority or to complete its obligations under this Agreement if an Intervening Event renders completion impossible.


9.

AMENDMENT


9.1

This Agreement may not be changed orally but only by an agreement in writing, signed by the party against which enforcement, waiver, change, modification or discharge is sought.


10.

ENTIRE AGREEMENT


10.1

This Agreement constitutes and contains the entire agreement and understanding between the parties and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise between the parties or any of them with respect to the subject matter hereof


11.

CONDITION PRECEDENT


11.1

The obligations of the Purchaser under this Agreement are first subject to the acceptance for filing of this Agreement on behalf of the Purchaser by the Exchange.


12.

GOVERNING LAW AND ARBITRATION


12.1

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia.


12.2

All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre.


12.3

The appointing authority shall be the British Columbia International Commercial Arbitration Centre and the case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its "Procedures for Cases under the BCICAC Rules" at Vancouver, British Columbia.


IN WITNESS WHEREOF the parties have executed this Agreement as of the day, month and year first above written.


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SCHEDULE "A"
Description of Property




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SCHEDULE "B"


NET SMELTER RETURNS



1.

As additional consideration the Purchaser acknowledges and agrees that its interest in the Property shall be subject to a royalty or charge in the amount of 2% of Net Smelter Returns in favour of the Vendor.


2.

For the purpose of this Agreement, "Net Smelter Returns" shall mean the actual proceeds received by the Purchaser from a smelter or other place of sale or treatment with respect to all ore removed by the Purchaser from the Property as evidenced by its returns or settlement sheets after deducting from the said proceeds all freight or other transportation costs from the shipping point to the smelter or other place of sale or treatment but without any other deduction whatsoever.


3.

Net Smelter Returns due and payable to the Vendor hereunder shall be paid within thirty (30) days after receipt of the said actual proceeds by the Purchaser.


4.

Within ninety (90) days after the end of each fiscal year of the Purchaser during which the Property was in commercial production, the records relating to the calculation of Net Smelter Returns during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the Vendor who shall have sixty (60) days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed correct.


5.

The Vendor or his representative duly appointed in writing shall have the right at all reasonable times, upon written request, to inspect such books and financial records of the Purchaser as are relevant to the determination of Net Smelter Returns and at his own expense, to make copies thereof.


6.

At any time after the commencement of the obligation hereunder to pay the Net Smelter Return arises the Purchaser shall have the right to purchase from the Vendor 1/2 of such Net Smelter Return (1%) for a full price or consideration as determined by an independent valuator retained by the Purchaser and agreed to by the Vendor.


 







SALE AND PURCHASE AGREEMENT


THIS AGREEMENT is dated for reference the 10 th day of June, 2013.


BETWEEN:

ALMADEN MINERALS LTD., a body corporate amalgamated under the laws of British Columbia ("Almaden") and Minera Gavilan S.A. de C.V., a body corporate incorporated or organized pursuant to the laws of Mexico ("Gavilan" and together with Almaden the "Mexico Property Vendor"), and Almaden America Inc., a body corporate incorporated or organized pursuant to the laws of Nevada ("Almaden America" and together with Almaden the "Nevada Property Vendor" and together with the Mexico Property Vendor the "Vendors"), each having an office at 1103 — 750 West Pender Street, Vancouver, British Columbia, V6C 2T8


OF THE FIRST PART

AND:


TARSIS RESOURCES LTD. a body corporate continued pursuant to the laws of British Columbia and having an office at 1103 — 750 West Pender Street, Vancouver, British Columbia, V6C 2T8


(the "Purchaser")


OF THE SECOND PART

WHEREAS:


A.

The Mexico Property Vendor is the legal and beneficial owner of a 100% interest inbthe Mexican Property, and the Nevada Property Vendor is the legal and beneficial owner of a 100% interest in the Nevada Property;


B.

The Vendors wish to sell and the Purchaser wishes to purchase the Property Data and a 100% interest in and to the Properties subject only to the obligation to pay the NSR and to issue Additional Shares on the terms and subject to the conditions set out in this Agreement.


NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual promises, covenants, conditions, representations and warranties herein set out, the parties hereto agree as follows:


1.

INTERPRETATION


1.1.

For the purposes of this Agreement, including the recitals and any schedules hereto, unless there is something in the subject matter or context inconsistent therewith, the following words and expressions shall have the following meanings:


(a)

"Acquisition" means acquisition, directly or indirectly, by any means whatsoever including, without limitation, staking, purchase, assignment, transfer, or pursuant to the terms of an option or joint venture arrangement or agreement:


(b)

"Additional Shares" means the Shares to be issued and delivered to Almaden in accordance with: (i) Subsection 3.3(a) of this Agreement on the Acquisition by or on behalf of the Purchaser of any interest in any After Acquired Claims; and (ii) Subsection 3.3(a) of this Agreement each time an initial Resource is first completed on an After Acquired Claim;


(c)

"Affiliate" means any body corporate which directly or indirectly controls, or is controlled by, or is under common control with, a party and "control" means possession, directly or indirectly, of the power to direct or cause the direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;


(d)

"After Acquired Claims" means the After Acquired Mexican Claims and the After Acquired Nevada Claims, "After Acquired Mexican Claims" means each single mineral or mining property, claim, lot or concession, and each contiguous group of mineral or mining properties, claims, lots or concessions located, in whole or in part within the Mexican Area of Interest, and "After Acquired Nevada Claims" means each single mineral or mining property, patented or unpatented claim or lease, and each contiguous group of mineral or mining properties, patented or unpatented claims or leases, located in whole or in part within the Nevada Area of Interest, the Acquisition by or on behalf of the Purchaser of an interest in which occurs prior to the third anniversary of the date of this Agreement;


(e)

"Agreement" means this Agreement, as amended from time to time;


(f)

"Approval Date" means the date that is five (5) business days after receipt by the Purchaser of written confirmation from the Exchange that this Agreement has been accepted for filing on behalf of the Purchaser;


(g)

"Area of Interest" means the Mexican Area of Interest and the Nevada Area of Interest, "Mexican Area of Interest" means the area outlined in black on the map attached as Schedule "B-I" to, and made a part of, this Agreement, and "Nevada Area of Interest" means the area outlined in black on the map attached as Schedule "B-Ir to, and made a part of, this Agreement;


(h)

"Closing" means the closing of the sale and purchase of the Property and "Closing Date" means the Approval Date;


(i)

"Commercial Production" means the operation of the respective Property or After Acquired Claims or any portion thereof as a producing mine and the production of mineral products therefrom (excluding bulk sampling, pilot plant or test operations);


(j)

"Exchange" means the TSX Venture Exchange;


(k)

"Net Smelter Return" or "NSR" means that royalty or charge on proceeds from Commercial Production described, calculated and payable as provided in Schedule "C" — Royalty Agreement attached to, and made a part of, this Agreement; for greater certainty, there shall be one Schedule "C" — Royalty Agreement for the Mexican Property and one for the After Acquired Mexican Claims and one other Schedule "C" — Royalty Agreement for the Nevada Property and one other one for the After Acquired Nevada Claims;


(l)

"Property" means the Mexican Property and the Nevada Property, "Mexican Property" means those mineral or mining properties, claims, lots or concessions more particularly described in Schedule "A-I" attached to, and made a part of, this Agreement, and "Nevada Property" means those mineral or mining properties, patented or unpatented claims or leases more particularly described in Schedule "A-II" attached to, and made a part of, this Agreement, together with the surface rights, mineral rights, personal property and permits associated therewith, and shall include any renewal thereof and any other form of successor or substitute title thereto;


(m)

"Property Data" means the Mexican Property Data and the Nevada Property Data, "Mexican Property Data" means data in respect of the Mexican Property currently in the possession of the Mexico Property Vendor and "Nevada Property Data" means data in respect of the Nevada Property currently in the possession of the Nevada Property Vendor; "Resource" means a "mineral resource" as that term is defined in National Instrument 43-101 — Standards of Disclosure for Mineral Projects;


(n)

"Shares" means fully paid and non-assessable common shares in the capital of the Purchaser; and


(o)

"Subsequent Closing" has the meaning ascribed to it in Subsection 3.3(a) of this Agreement.


1.2

The titles to the respective Articles hereof shall not be deemed to be a part of this Agreement and shall be regarded as having been used for convenience only.


1.3

Words used herein importing the singular number shall include the plural, and vice-versa, and words importing the masculine gender shall include the feminine and neuter genders, and vice-versa, and words importing persons shall include firms, partnerships and corporations.


2.

REPRESENTATIONS AND WARRANTIES


2.1.

Each party represents and warrants to the others that:


(a)

it is a company duly incorporated or amalgamated, validly subsisting and in good standing with respect to filing of annual reports under the laws of the jurisdiction of its incorporation, amalgamation or continuation and, in the case of the Purchaser, is or will be qualified to do business and to hold an interest in the Property or in any After Acquired Claim in the jurisdiction in which the Property or the After Acquired Claim, as the case may be, is located;


(b)

it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to carry out and perform all of its obligations hereunder;


(c)

to the best of its knowledge, there are no actual or pending proceedings for, and it is unaware of any basis for the institution of any proceedings leading to, the placing of it in bankruptcy or subject to any other laws governing the affairs of insolvent parties;


(d)

it has, or will have before the Closing, duly obtained all board of director and shareholder approvals, as required, all applicable approvals from the Exchange and any other securities regulatory authorities, as required, and other necessary authorizations for the execution, delivery and performance of this Agreement, and such execution, delivery and performance and the consummation of the transactions herein contemplated will not conflict with, or accelerate the performance required by or result in any breach of any covenants or agreements contained in or constitute a default under, or result in the creation of any encumbrance, lien or charge under the provisions of its constating or initiating documents or any indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject and will not contravene any applicable laws.


2.2.

The Mexico Property Vendor represents and warrants to the Purchaser that:


(a)

Gavilan is the legal, and the Mexico Property Vendor is the beneficial, owner of a 100% interest in and to the Mexican Property;


(b)

the Mexican Property is in good standing under the laws of Mexico up to and including at least the respective expiry dates set forth in Schedule "A-I" hereto and, to the best of its knowledge, with the exception of the Yago property described in Schedule "A-I" hereto in respect of which relief from 2012 assessment work will be applied for by the Mexico Property Vendor, the Mexico Property Vendor has made all taxes, assessment, rentals, levies or other payments relating to the Mexican Property required to be made to any applicable government authority;


(c)

to the best of its knowledge, the Mexican Property is free and clear of all liens, charges and encumbrances and is not subject to any right, claim or interest of any other person;


(d)

to the best of its knowledge, it has complied with all laws in effect in the jurisdiction in which the Mexican Property is located with respect to the Mexican Property and the Mexican Property has been duly and properly staked and recorded in accordance with such laws and that the Purchaser may enter in, under or upon the Mexican Property for all purposes of this Agreement without making any payment to, and without accounting to or obtaining the permission of, any other person other than any payment required to be made under this Agreement or to maintain the Mexican Property in good standing;


(e)

it has not received from any government or any other person any notice of or communication relating to any actual or alleged environmental claims, and, to the best of its knowledge, there are no outstanding work orders or actions required to be taken relating to environmental matters with respect to the Mexican Property or any operations carried out on the Mexican Property; and


(f)

to the best of its knowledge, there is no adverse claim or challenge against or to the ownership of or title to the Mexican Property, or any portion thereof nor is there any basis therefor and there are no outstanding agreements or options to acquire or purchase the Mexican Property or any portion thereof or interest therein and, except as provided in this Agreement, no person has any royalty or interest whatsoever in production or profits from the Mexican Property or any portion thereof.


2.3.

The Nevada Property Vendor represents and warrants to the Purchaser that:


(a)

Almaden America is the legal, and the Nevada Property Vendor is the beneficial, owner of a 100% interest in and to the Nevada Property;


(b)

the Nevada Property is in good standing under the laws of the jurisdiction in which the Nevada Property is located up to and including at least the respective expiry dates set forth in Schedule "A-II" hereto and, to the best of its knowledge, the Nevada Property Vendor has made all taxes, assessment, rentals, levies or other payments relating to the Nevada Property required to be made to any applicable government authority;


(c)

to the best of its knowledge, the Nevada Property is free and clear of all liens, charges and encumbrances and, except for the paramount title of the United States of America, is not subject to any right, claim or interest of any other person;


(d)

to the best of its knowledge, it has complied with all laws in effect in the jurisdiction in which the Nevada Property is located with respect to the Nevada Property and the Nevada Property has been duly and properly staked and recorded in accordance with such laws and that the Purchaser may enter in, under or upon the Nevada Property for all purposes of this Agreement without making any payment to, and without accounting to or obtaining the permission of, any other person other than any payment required to be made under this Agreement or to maintain the Nevada Property in good standing;


(e)

it has not received from any government or any other person any notice of or communication relating to any actual or alleged environmental claims, and, to the best of its knowledge, there are no outstanding work orders or actions required to be taken relating to environmental matters with respect to the Nevada Property or any operations carried out on the Nevada property; and


(f)

to the best of its knowledge, there is no adverse claim or challenge against or to the ownership of or title to the Nevada Property, or any portion thereof nor is there any basis therefor and there are no outstanding agreements or options to acquire or purchase the Nevada Property or any portion thereof or interest therein and, except as provided in this Agreement, no person has any royalty or interest whatsoever in production or profits from the Nevada Property or any portion thereof.


2.4.

The representations and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement, are to be construed as both conditions and warranties and shall, regardless of any investigation which may have been made by or on behalf of any party as to the accuracy of such representations and warranties, survive the closing of the transaction contemplated hereby and each of the parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty contained in this Agreement, and each party shall be entitled, in addition to any other remedy to which it may be entitled, to set off any such loss, damage or costs suffered by it as a result of any such breach against any payment required to be made by it to any other party hereunder.


3.

SALE AND PURCHASE


3.1.

(a)

In consideration of the allotment, issue and delivery at the Closing to Almaden for the Vendors of 4,000,000 Shares, the Vendors hereby agree to sell, transfer and assign, and the Purchaser hereby agrees to purchase, at the Closing, the Property Data and a 100% interest in the Property, except for the paramount title of the United States of America in respect of the Nevada Property, free and clear of all encumbrances of any nature and kind except the Net Smelter Return reserved by the Mexico Property Vendor in respect of the Mexican Property, and the Net Smelter Return reserved by the Nevada Property Vendor in respect of the Nevada Property, as provided in Section 3.2 of this Agreement. In addition, the Purchaser agrees to pay any applicable sales tax or value added tax (IVA) as may be payable on the sale of the Property or Property Data hereunder.


(b)

At the Closing, the Purchaser shall deliver to Almaden for the Vendors:


(i)

evidence satisfactory to the Vendors and their legal counsel of the approval of this Agreement by the Board of Directors of the Purchaser and the completion of all other corporate proceedings of the Purchaser including, without limitation, those relating to the allotment, issuance and delivery of the 4,000,000 Shares, and all other matters which, in the reasonable opinion of counsel for the Vendors, are necessary in connection with the transactions contemplated by this Agreement; and


(ii)

share certificates representing the 4,000,000 Shares duly registered in the name of Almaden and not subject to any re-sale or transfer restrictions that extend beyond four months and one day from the Closing Date.


(c)

At the Closing, the Vendors will execute and deliver such documentation prepared by the Purchaser as is necessary to duly register and record in the appropriate registration and recording offices the transfer of title in the Properties from the Vendors to the Purchaser or to an Affiliate of the Purchaser as directed by the Purchaser.


3.2.

(a)

Upon Commercial Production of the Mexican Property there shall be paid to Gavilan, which it hereby reserves, and upon Commercial Production of the Nevada Property there shall be paid to Almaden America, which it hereby reserves, a 2% Net Smelter Return, which Net Smelter Returns are hereby granted by the Purchaser and shall be recorded against the Property so as to constitute an obligation on a transferee of the Property.


(b)

In furtherance of Subsection 3.2(a) of this Agreement, the Purchaser covenants and agrees to use reasonable commercial efforts to regularly conduct industry standard early stage exploration programs on the Property in order to prepare the Property for potentially optioning any portion of the Property to third parties for additional exploration.


3.3.

(a)

Subject to the approval of the Exchange, within 3 business days (each a "First Subsequent Closing") of each Acquisition by or on behalf of the Purchaser of an interest in After Acquired Claims, the Purchaser shall allot, issue and deliver to Almaden 200,000 Shares, and subject to the approval of the Exchange, within 3 business days (each a "Second Subsequent Closing" and together with First Subsequent Closings, the "Subsequent Closings") of each time an initial Resource is first completed on an After Acquired Claim, the Purchaser shall allot, issue and deliver to Almaden an additional 800,000 Shares, and upon Commercial Production of each After Acquired Claim there shall be paid to Almaden or its nominee a 2% Net Smelter Return which Net Smelter Return is hereby granted by the Purchaser and shall be recorded against the respective After Acquired Claims so as to constitute an obligation on a transferee of such After Acquired Claims. In the event the Purchaser shall sell or otherwise dispose of all or a portion of an After Acquired Claim (an "Alienation") and the acquiror of such interest ("Alienee") shall complete an initial Resource estimate for the first time in respect of such After Acquired Claim acquired by the Alienee on the Alienation, then upon such completion of such an initial Resource estimate the Purchaser shall be obligated to issue the aforedescribed 800,000 Shares unless in the contract of Alienation the Purchaser shall, with Almaden's prior written consent, have secured from the Alienee a covenant (assignable to Almaden) to issue to Almaden 800,000 fully paid and non-assessable common shares of the Alienee each time an initial Resource estimate is first completed on an After Acquired Claim acquired by the Alienee on the Alienation.


(b)

At each Subsequent Closing, the Purchaser (or the Alienee, if applicable,) shall deliver to Almaden:


(i)

evidence satisfactory to Almaden and its legal counsel of the completion by the Purchaser (or by the Alienee, if applicable,) of all corporate proceedings of the Purchaser (or of the Alienee, if applicable,) in respect of the transaction that is the subject matter of the Subsequent Closing including, without limitation, those relating to the allotment, issuance and delivery of the 200,000 Shares or the 800,000 Shares, as the case may be, and all other matters which, in the reasonable opinion of counsel for Almaden, are necessary in connection with such transactions; and


(ii)

share certificates representing the 200,000 Shares or the 800,000 Shares, (or the 800,000 common shares of the Alienee), as the case may be, duly registered in the name of Almaden and not subject to any re-sale or transfer restrictions that extend beyond four months and one day from the Closing Date.


(c)

The Vendors covenant and agree to not, for a period of three (3) years from the date of this Agreement, acquire any mineral exploration projects, or compete with the Purchaser for mineral exploration projects, located within the Area of Interest.


4.

INDEMNITY


4.1.

The Mexico Property Vendor and the Nevada Property Vendor, respectively, covenant and agree with the Purchaser (which covenant and agreement will survive the execution, delivery and termination of this Agreement) to indemnify and save harmless the Purchaser against all liabilities, claims, demands, actions, causes of action, damages, losses, costs, expenses or legal fees suffered or incurred by the Purchaser, directly or indirectly, by reason of or arising out of any of the respective warranties or representations on the part of the Mexico Property Vendor or the Nevada Property Vendor, as the case may be, in this Agreement being untrue or arising out of work done by the Mexico Property Vendor or the Nevada Property Vendor, respectively, on or with respect to the respective Properties up to the Closing Date.


4.2.

The Purchaser covenants and agrees with the Vendors (which covenant and agreement will survive the execution, delivery and termination of this Agreement) to indemnify and save harmless the Vendors against all liabilities, claims, demands, actions, causes of action, damages, losses, costs, expenses or legal fees suffered or incurred by reason of or arising out of any warranties or representations on the part of the Purchaser in this Agreement being untrue or arising out of any work done by the Purchaser or its duly authorized representatives on or with respect to the Property or any part or parts thereof from and after the Closing Date.


5.

NOTICE


5.1

All notices and other required communications and deliveries to the parties will be in writing given by personal delivery or by electronic means addressed as follows (or to such other address as the parties may specify in writing from time to time):


to the Vendors:

Almaden Minerals Ltd.

1103 - 750 West Pender Street

Vancouver, British Columbia

V6C 2T8

Fax: 604.689.7645

Email: rockman@almadenminerals.com

Attention: Morgan Poliquin, President and Chief Executive Officer


to the Purchaser:

Tarsis Resources Ltd.

1103 - 750 West Pender Street

Vancouver, British Columbia

V6C 218

Fax: 604-689-7645

Email: info@tarsis.ca

Attention: Marc G. Blythe, President and Chief Executive Officer


with a copy to the Purchaser's solicitors:

McCullough O'Connor Irwin LLP

Suite 2600 Oceanic Plaza

1066 West Hastings Street

Vancouver, British Columbia

V6E 3X1

Fax: 604-687-7099

Email: dgunasekera@moisolicitors.com

Attention: David Gunasekera


5.2

Any notices and other required communications and deliveries given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic means, on the day of transmittal thereof if given during the normal business hours of the recipient and on the next day if not given during such normal business hours on any day.


5.3

Any party may at any time give notice in writing to the others of any change of address, and from and after the giving of such notice, the address therein specified will be deemed to be the address of such party for the purposes of giving notice hereunder.


6.

ASSIGNMENT


6.1.

From and after the Closing Date, the Vendors' rights and interests under this Agreement shall be freely transferable and assignable, in whole or in part, upon notice to the Purchaser. The Purchaser shall not sell, transfer, assign, option or otherwise dispose of or alienate all or any part of its rights, interests or obligations under this Agreement or in the Property, the Property Data or any After Acquired Claims to any Affiliate of the Purchaser or other third party without such Affiliate or other third party agreeing in writing to be bound by the terms hereof.


7.

FURTHER ASSURANCES


7.1.

Each of the parties hereto covenants and agrees, from time to time and at all times, to do all such further acts and execute and deliver all such further deeds, documents and assurances as may be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.


8.

TIME OF THE ESSENCE


8.1.

Time shall be of the essence in the performance of this Agreement.


9.

ENUREMENT


9.1.

This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.


10.

FORCE MAJEURE

10.1.

No party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its reasonable control (except those caused by its own lack of funds) including, but not limited to, acts of God, fire, storm, flood, explosion, strikes, lockouts or other industrial disturbances, acts of public enemy, war, riots, laws, rules and regulations or orders of any duly constituted governmental authority, or non-availability of materials or transportation (each an "Intervening Event").


10.2.

All time limits imposed by this Agreement will be extended by a period equivalent to the period of delay resulting from an Intervening Event.


10.3.

A party relying on the provisions of Section10.1 of this Agreement, insofar as possible, shall promptly give written notice to the other party of the particulars of the Intervening Event, shall give written notice to all other parties as soon as the Intervening Event ceases to exist, shall take all reasonable steps to eliminate any Intervening Event and will perform its obligations under this Agreement as far as practicable, but nothing herein will require such party to settle or adjust any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted governmental authority or to complete its obligations under this Agreement if an Intervening Event renders completion impossible.


11.

AMENDMENT


11.1.

This Agreement may not be changed orally but only by an agreement in writing, signed by the party against which enforcement, waiver, change, modification or discharge is sought.


12.

ENTIRE AGREEMENT


12.1.

This Agreement constitutes and contains the entire agreement and understanding between the parties and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise between the parties or any of them with respect to the subject matter hereof, including, without limitation, that certain Letter of Intent dated March 1, 2013 between Almaden and the Purchaser.


13.

EXPENSES


13.1.

All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such expenses.


14.

SEVERABILITY


14.1.

If any provision of this Agreement is or becomes illegal, unenforceable or invalid for any reason whatsoever, then such illegal, unenforceable or invalid provisions will be severable from the remainder of this Agreement and will not affect the legality, enforceability or validity of the remaining provisions of this Agreement.


15.

CONDITION PRECEDENT


15.1.

The obligations of the Purchaser under this Agreement are first subject to the acceptance for filing of this Agreement on behalf of the Purchaser by the Exchange, in respect of which the Purchaser covenants and agrees to forthwith make application.


16.

GOVERNING LAW AND ARBITRATION


16.1.

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia.


16.2.

All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre.


16.3.

The appointing authority shall be the British Columbia International Commercial Arbitration Centre and the case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its "Procedures for Cases under the BCICAC Rules" at Vancouver, British Columbia.


17.

COUNTERPARTS


17.1.

This Agreement may be executed in any number of counterparts and by electronic means with the same effect as if the parties had signed the same document. All counterparts will be construed together and constitute one and the same agreement.


IN WITNESS WHEREOF the parties have executed this Agreement as of the day, month and year first above written.


ALMADEN MINERALS LTD.


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Schedule "B-I"

Mexican Area of Interest

The State of Nayarit


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Schedule "C"


Net Smelter Return Royalty Agreement


Tarsis Resources Ltd. (the "Company") hereby grants to/agrees to pay to the appropriate subsidiary of Almaden Minerals Ltd., either, Minera Gavilan S.A de C.V. in Mexico or Almaden America Inc. in Nevada, hereinafter each referred to as ("Almaden"), A Production Royalty (as herein defined) on minerals produced, saved and sold from the Property on the terms and subject to the conditions herein specified.


Capitalized terms used but not defined herein shall have the respective meanings described to such terms in the Assignment of Rights Agreement to which this is a Schedule.


1.

Production Royalty. If the Company commences production of Products that are mined from the Property, the Company shall pay Almaden a Production Royalty equal to two percent (2%) of the Net Smelter Returns from all ores and minerals produced, saved and sold from the Property (the "Production Royalty"), computed as herein provided. No Production Royalty shall be due upon bulk samples extracted by the Company for metallurgical testing purposes during the Company's exploration or development work on the Property.


The term "commences production" as used herein shall mean the first day of the month following expiration of the first consecutive two month period within which milling (or other treatment) of ores produced from the Properties has yielded concentrate of commercial quality and quantity.


2.

Net Smelter Returns.  As used herein, "Net Smelter Returns" means the Gross Proceeds less Allowable Deductions.


(a)

As used herein, " Gross Proceeds" shall have the following meaning:


i)

If the Company causes refined gold (meeting the specifications of the London Bullion Market Association) to be produced from Products, Net Smelter Returns shall be paid on the refined gold, as herein provided. For purposes of determining Net Smelter Returns, the refined gold shall be deemed to have been sold at the Monthly Average Gold Price and the Gross Proceeds shall be determined by multiplying Gold Production during the calendar month by the Monthly Average Gold Price for such month. As used herein, "Gold Production" shall mean the quantity of refined gold outturned during the calendar month to the Company's account by an independent third party refinery from Products, on either a provisional or final settlement basis as used herein. "Monthly Average Gold Price" shall mean the average London Bullion Market Association P.M. Gold Fix, calculated by dividing the sum of all such prices reported for the month by the number of days for which such prices were reported.


ii)

If the Company causes refined silver (meeting the specifications for refined silver subject to the New York Silver Price published by Handy & Hannan) to be produced from Products, Net Smelter Returns shall be paid on refined silver as herein provided. For purposes of determining Net Smelter Returns, the refined silver shall be deemed to have been sold at the Monthly Average Silver Price and the Gross Proceeds shall be determined by multiplying Silver Production during the calendar month by the Monthly Average Silver Price for such month. As used herein, "Silver Production" shall mean the quantity of refined silver outturned during the calendar month to the Company's account by an independent third party refinery from Products, on either a provisional or final settlement basis. As used herein, "Monthly Average Silver Price" shall mean the average New York Silver Price as published daily by Handy & Harmon, calculated by dividing the sum of all such prices reported for the calendar month by the number of days for which such prices were reported.


iii)

If the Company causes refined metals other than refined gold and refined silver to be produced from Products, Net Smelter Returns shall be paid on the refined metal produced as herein provided and the Gross Proceeds shall be equal to the amount of the proceeds actually received by the Company during the calendar month from the sale of such refined metal.


iv)

If the Company sells raw ore mined from the Property or dore or concentrates produced from Products to an independent third party in an arm's length transaction, then the Gross Proceeds shall be equal to the amount of the proceeds actually received by the Company during the calendar month from the sale of such raw ore, dolt, or concentrates.


v)

If the Company sells raw ore mined from the Property or dore or concentrates produced from Products in other than an arm's length sale to an independent third party, then the Gross Proceeds shall be equal to the fair market value of such raw ore, dore or concentrates.


b)

As used herein, "Allowable Deductions" shall mean all costs, charges and expenses paid by the Company for or with respect to processed Products, after such Products are shipped from the Property, including:


i)

Charges for treatment in the smelting and refining processes (including handling, processing, interest and provision for settlement fees, costs of umpires, sampling, assaying and representation fees, penalties, and other deductions made by the processor or imposed by law and specifically excluding mining and milling costs);


ii)

Actual costs of transportation (including loading, freight, insurance security, transaction taxes, handling, port, demurrage, delay, and forwarding expenses incurred by reason of or in the course of such transportation) of Products from the Property to the place of treatment and then to the place of sale;


iii)

costs or charges of any nature for or in connection with insurance, storage, or representation at a smelter or refinery for Products; and


iv)

sales, use, severance, excise, net proceeds or mine, and any other tax on or measured by mineral productions.


3.

Calculation and Payment of Production Royalty


a)

The obligation to pay Production Royalty shall accrue upon the outturn of refined metals, on which Production Royalty is payable to the Company's account or the sooner sale of unrefined metals, dolt, concentrates, ores or other Products, as hereinafter provided.


b)

Where outturn of refined metals is made by an independent third party refinery on a provisional basis, the Net Smelter Returns shall be based upon the amount of refined metal credited by such provisional settlement, but shall be adjusted in subsequent statements to account for the amount of refined metal established by fmal settlement by the refinery.


c)

Production Royalty shall become due and payable quarterly on the last day of the month next following the end of the quarter in which the same accrued. Production Royalty payments shall be accompanied by a statement showing in reasonable detail the quantities and grades of the refined Products produced and sold or deemed sold by the Company monthly; the average monthly price determined as herein provided for refined metals on which Production Royalty is due; Allowable Deductions; and other pertinent information in sufficient detail to explain the calculation of the Production Royalty payment.


d)

All Production Royalty payments shall be considered final and in full satisfaction of all obligations of the Company with respect thereto, unless Almaden gives the Company written notice describing and setting forth a specific objection to the determination thereof within 12 months setting of receipt by Almaden of a Production Royalty statement. If Almaden objects to a particularly quarterly statement as herein provided, Almaden shall, for a period of 60 days after the Company's receipt of notice of such objection, have the right, upon reasonable notice and at reasonable time, to have the Company's accounts and records relating to the calculation of the Production Royalty in question audited by a certified public accountant acceptable to Almaden and to the Company. If such audit determines that there has been a deficiency or an excess in the payment made to Almaden such deficiency or excess shall be resolved by adjusting the next monthly Production Royalty payment or credit due hereunder. Almaden shall pay all costs of such audit unless a deficiency of 5% or more of the amount determined by the Company to be due to Almaden is determined to exist. The Company shall pay the costs of such audit if a deficiency of 5% or more of the amount due is determined to exist. All books and records used by the Company to calculate Production Royalty due hereunder shall be kept in accordance with generally accepted accounting principles consistently applied. Failure on the part of Almaden to make claim on the Company for adjustment in such 12 month period shall establish the correctness and preclude the filing of exceptions thereto or making of claims for adjustment thereon; providing that nothing herein shall limit the time in which Almaden may commence a proceeding for fraud, concealment or misrepresentation,


e)

The Company shall have the right of mixing or commingling, at any location and either underground or at the surface, any Products from the Property with any ores, metals, minerals, or mineral products from other lands, provided that the Company shall determine the weight or volume of, sample and analyze for grade and amenability to process all such Products and ores, metals, minerals and mineral products (including the recovery factor) before the same are so mixed or commingled. Any such determining of weight or volume, sampling and analytical practices and procedures applied by the Company shall be used as the basis of allocation of Net Smelter Returns payable to Almaden hereunder in the event of a sale by the Company of materials so mixed or commingled or of products produced therefrom. Prior to commencement of commercial production, the Company shall notify Almaden how the Company proposes to determine the weight of volume of, sample and analyze all such materials. Almaden may, within 30 days after receipt of such notice, object thereto in writing, specifying with particularity the grounds for such objection. If Almaden does not serve a timely objection, it shall be deemed to have consented to procedures described in the Company's notice. If Almaden does object to the Company's proposed procedures within such 30 day period, the Company and Almaden shall attempt for a period of 15 days to reach agreement concerning the procedures to be used. If the Company and Almaden fail to reach agreement within such 15 day period, either party may initiate binding arbitration in accordance with the provisions of this Agreement, to determine the procedures to be used. Based on its operating experience, the Company may subsequently propose modifications to the approved procedures for determining the weight or volume of, sampling and analyzing ores or mineral products to be mixed or commingled, following the same procedures set forth above, including arbitration. Notwithstanding the foregoing, nothing herein shall require or permit the operations of the Company or its mixing or commingling or Products with any ores, metals, minerals or mineral products from other lands to be hindered, delayed or interrupted pending the determination of the procedures to be used.


f)

The Company may but need not engage in forward sales, future trading or commodity options trading, and other price hedging, price protection, and speculative arrangements ("Trading Activities") which may involve the possible delivery of base or precious metals produced from the Property. The parties acknowledge and agree that Almaden shall not be entitled to participate in the proceeds or be obligated to share in any losses generated by the Company's Trading Activities.


4.

No Implied Covenants. The timing, nature, manner and extent of any exploration, development, mining, production and sale of Products, if any, shall be at the sole discretion of the Company. No implied covenants or conditions whatsoever shall be read into the Deed, including without limitation any covenants or conditions relating to exploration, development, prospecting, mining, production or sale of Products, except for the covenants of good faith and fair dealing.


5.

Assignment. The Company shall have the right to assign the Property, in whole or in part and shall have sole and absolute discretion concerning the sale, assignment, transfer, conveyance, venturing, encumbrance or other disposition of the Property, in whole or in part, on such terms and conditions as it determines appropriate. The Company shall require any transferee or assignee of any interest in the Property to assume in writing the obligation to pay Almaden the Production Royalty in accordance with the terms and conditions set forth herein, and upon such assumption, the Company shall be released from all liability hereunder with respect to the transferred interest in the Property, except for such liability as has accrued prior thereto.


6.

Treatment of Product. The Company may, but shall not be obligated to, treat, mill, heap leach, sort, concentrate, refine, smelt, or otherwise process, beneficiate or upgrade the ores, concentrates , and other mineral product produced from the Property, at sites located on or off the Property, prior to sale, transfer, or conveyance to a purchaser, user or other consumer. The Company shall not be liable for mineral values lost in processing under sound practices and procedures, and no Production Royalty shall be due on any such lost mineral values.


7.

Arbitration. Any dispute, controversy or claim arising out of or relating to the calculation or payment of Production Royalty shall be settled by binding arbitration.


a)

The arbitration shall be conducted in accordance with the commercial arbitration rules of the British Columbia International Commercial Arbitration Centre in effect at the time of the arbitration, except as they may be modified herein or by the mutual agreement of the parties. The arbitration shall be the sole and exclusive forum for resolution of the dispute, controversy or claim and the award shall be in writing and shall be final and binding on the parties. The costs and fees of arbitration, including the arbitrator's fees and the parties' attorney's fees, shall be awarded in the manner determined by the arbitrator. Judgement thereon may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.


b)

There shall be one arbitrator selected by the mutual agreement of the party initiating arbitration ("Claimant") and the party named as respondent ("Respondent"). If the Claimant and the Defendant cannot agree on an arbitrator within 20 days after receipt of notice of arbitration by the Respondent, the Claimant and the Respondent shall each name an arbitrator within 20 days after the expiration of the initial 20 day period. The two arbitrators so chosen shall, within a period of 30 days after their selection, select a third arbitrator to serve as the sole arbitrator. If any party to this Agreement entitled to name an arbitrator should fail to do so, or if the two arbitrators appointed by the parties fail or are unable to appoint the sole arbitrator, British Columbia International Commercial Arbitration Centre shall appoint such arbitrator. The arbitrator selected by the parties or by the two arbitrators shall be impartial and independent from the parties and shall be technically competent with respect to the issues submitted for arbitration.


c)

The arbitration hearing will be held in Vancouver, B.C.


8.

Assignment. Almaden may assign its rights under this Net Smelter Return Royalty Agreement provided, however, than any change in ownership of rights shall be accomplished in such manner that the Company shall not be required to make payments to or give notice to more than one person, firm, corporation, or entity. No change or division in the ownership of the Production Royalty, however accomplished, shall enlarge the obligations of diminish the rights of the Company. No change or division in the ownership of the Production Royalty shall be binding on the Company until ten (10) days after the Company has received a copy of the assignment instrument duly recorded in the Public Mining Registry evidencing the change or division in ownership.



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EXECUTIVE EMPLOYMENT CONTRACT effective as of the 1st day of January, 2013 (the "Effective Date").


BETWEEN:

TARSIS RESOURCES LTD., a corporation duly

incorporated under the Business Corporations

Act of British Columbia,


hereinafter "Corporation "


AND:

MARC BLYTHE


hereinafter "Executive"


WHEREAS the Corporation is a mineral exploration and development company;


AND WHEREAS the Executive has acted as a consultant to Corporation and has agreed to accept employment as the President and Chief Executive Officer of the Corporation;


AND WHEREAS the Corporation recognizes the valuable services that the Executive has provided as a consultant to it and its subsidiaries and the board of directors of Corporation (the "Board") have determined that it is in the best interests of the Corporation to induce the Executive to become an employee of the Corporation and its subsidiaries.


NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS.


1.

Term


The term of this Agreement (the "Term") shall be for an indefinite period unless earlier terminated in accordance with the provisions of this Agreement.


2.

Remuneration


(a)

Annual Salary


The Executive shall be entitled to receive from the Corporation remuneration in an amount of $175,000 per annum ("Base Salary") subject to all requisite withholdings and deductions as may be required under applicable law, but exclusive of any bonuses, benefits or other compensation. Payment shall be made in monthly or such other increments as may be agreed upon between the parties. The Base Salary shall be subject to annual review and increase but not reduction and shall be Increased as may be agreed upon between the Executive and the Corporation.


The annual reviews shall be conducted in the month preceding each anniversary of the commencement of the Term.


(b)

Other Benefits:


(i)

indemnity including defraying of Expenses in any Proceedings which the Executive or any heirs or other personal representative of the Executive may be joined by reason of being or having been an officer or director of the Corporation or of an affiliate of the Corporation. “Proceedings" shall include any legal proceeding or investigative action or proceeding whether current, threatened, pending or completed?' Indemnity" shall include indemnity for any judgement, penalty or fine awarded or imposed in or an amount paid in settlement of a Proceeding. "Expenses" shall include costs, charges and expenses, including legal and other fees;


(ii)

participation in any health or other benefit plans that the Corporation now or hereafter may acquire and maintain that is comparable to those provided by the Corporation to other senior executives of the Corporation and the right to participate in any share option plan, compensation, share purchase plan, retirement or other similar plan offered by the Corporation from time to time to its senior executives and to the extent authorized by the board of directors of the Corporation; and


(iii)

reimbursement for all expenses reasonably incurred by the Executive, including entertainment, travel and other expenses incidental to the performance by the Executive of duties pursuant to the provisions of this agreement subject always to the Executive providing to the Corporation documentation authenticating such expenses as may from time to time be reasonably required by the Corporation.


3.

Responsibilities and Duties


The Executive shall serve the Corporation and any subsidiaries of the Corporation in such capacity or capacities and shall perform such duties and exercise such powers pertaining to the management and operations of the Corporation and any of its subsidiaries as may from time to time be reasonably determined by the board of directors of the Corporation consistent with the office of the Executive. Without limitation of the foregoing, the executive shall hold the office of President and Chief Executive Officer.


The Executive shall:


(a)

devote reasonable time and attention and best efforts during normal business hours to the business and affairs of the Corporation; and


(b)

perform those duties that may reasonably be assigned to the Executive diligently, faithfully and to the best of the Executive's abilities and in the best interest of the Corporation. Without limiting the generality of the foregoing the Executive shall assume the responsibilities and duties as described in Schedule "A".


4.

Vacation


The Executive shall be entitled to four (4) weeks vacation for each twelve month period of employment. Entitled vacation or any portion thereof can, at the option of the Executive, be deferred in one year and utilized in a later year. Within 4 weeks of the end of each calendar year, Executive must provide the Board with a written summary of vacation weeks taken and/or vacation weeks Executive wishes to defer to a later year. Executive may not carry forward more than four (4) weeks of vacation to a future year without prior approval of the board. If the Board and the Executive agree that it Is not possible for Executive to take vacation or carry forward vacation for any particular year, such vacation shall be paid to Executive based on the then base salary of Executive.


5.

Confidentiality


As a condition of this Agreement, all information acquired by the Executive relating to or connected with the business or corporate affairs of the Corporation shall be kept in strict confidence and shall not be disclosed to anyone, unless required pursuant to the securities legislation governing the Corporation or otherwise by law.


6.

Termination


This Agreement will terminate or may be terminated for any one of the following reasons:


(a)

voluntary, upon at least three (3) months prior written notice of termination by the Executive to the Corporation; or


(b)

without Cause, as hereinafter defined in Section 8, upon at least three (3) months prior written notice of termination by the Corporation to the Executive; or


(c)

by the Corporation for Cause, as hereinafter defined in Section 7; or


(d)

upon the death or disability of the Executive, as hereinafter defined in Section 9; or


(e)

upon retirement by the Executive.


7.

Termination by the Executive Voluntarily or by the Corporation for Cause


if the Executive shall voluntarily terminate employment under this Agreement or if the employment of the Executive is terminated by the Corporation for Cause, then all compensation and benefits as heretofore provided shall terminate immediately upon the effective date of termination and no special severance compensation will be paid.


Cause to terminate the Executive's employment shall mean:


(a)

the repeated and demonstrated failure by the Executive to perform the Executive's material duties under this Agreement, after written demand for substantial performance is delivered by the Corporation that specifically identifies the manner in which the Corporation believes the Executive has not substantially performed the Executive's duties under this Agreement and provides a specific time frame for Executive to cure such failure ; or


(b)

the willful engagement by the Executive in misconduct which is materially injurious to the Corporation, monetarily or otherwise; or


(c)

any other willful violation by the Executive of the provisions of this Agreement ;or


(d)

the Executive is convicted of a criminal offence involving fraud or dishonesty.


8.

Termination by the Corporation Without Cause


If the Corporation shall terminate the Executive's employment under this Agreement for any reason except for Cause (as defined in paragraph 7) then, upon the effective date of termination, the Corporation shall pay the Executive in one lump sum an amount equal to two (2) times the Executive's then current Base Salary. All the benefits provided to the Executive shall be continued as if the Executive was still an Executive of the Corporation for a period of twelve (12) months from the date of termination or until equal or better benefits are provided by a new employer, whichever shall first occur.


Termination without Cause shall include but not be limited to the following:


(i)

the assignment to the Executive of any duties inconsistent with the status or authority of the Executive's office, or the Executive's removal from such position, or a substantial alteration in the nature or status of the Executive's authorities or responsibilities;


(ii)

a reduction by the Corporation in the Executive's Base Salary as in effect on the date hereof or as the same may have been increased from time to time, or a failure by the Corporation to increase the Executive's Base Salary as provided for herein or at a rate commensurate with that of other key executives of the Corporation.


(iii)

the relocation the office of the Corporation where the Executive is employed at Effective Date (the "ED Location") to a location more than fifty (50) kilometers away from the ED Location, or the Corporation's requiring the Executive to be based more than fifty (50) kilometers away from the ED Location (except for requiring travel on the Corporation's business to an extent substantially consistent with the Executive's business travel obligations at the Effective Date or as mutually agreed thereafter;


(iv)

the failure by the Corporation to continue to provide - the - Executive - with benefits at least as favourable as those enjoyed by the Executive at the Effective Date or as mutually agreed thereafter, the taking of any action by the Corporation which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the Effective Date or as mutually agreed thereafter, or the failure by the Corporation to provide the Executive with the number of entitled vacation days to which the Executive has earned on the basis of years of service with the Corporation; or


(v)

the failure of the Corporation, with respect to any change of control of Corporation, to obtain a satisfactory agreement from any successor Corporation to assume and agree to perform this Agreement.


In the event the Executive is entitled to a severance payment under this Agreement, then in addition to such severance payment, the Executive shall be entitled to employment search assistance to secure other comparable employment for a period not to exceed one (1) year or until such comparable employment is found, whichever is the sooner, with reasonable fees for such assistance to be paid by the Corporation.


The Executive's right to receive the aforementioned payment and benefits is expressly contingent upon the signing of a waiver and release satisfactory to the Corporation which releases the Corporation and its Affiliates from all claims and liabilities arising out of the Executive's employment and termination and including reasonable confidentiality provisions, which waiver and release is satisfactory to the Corporation with respect to form, substance and timeliness. Such waiver and release may not include any provisions for Executive not to compete with Corporation unless such provisions are reasonable with respect to the type of prohibited activity, the geographic area of such prohibition and the time frame of such prohibition.


9.

Termination by Death or Disability


If the Executive dies or becomes disabled before the Executive's employment is otherwise terminated, the Corporation shall pay the Executive or the Executive's estate, an amount of compensation equal to six (6) months of the Executive's then current Base Salary and all the Executive benefits theretofore provided to the Executive shall be continued, for a period of six (6) months from the date of Death or Disability as if the Executive were still the Executive of the Corporation. If such termination is due to the Executive's Death, payment shall be made in one lump sum to the Executive's Designate. If no Executive's Designate survives the Executive, the entire amount shall be paid to the Executive's estate within sixty (60) days of the Executive's death. If such termination is due to the Executive's Disability, payment shall be made in one lump sum to the Executive within sixty (60) days of the Executive's Disability. The compensation provided under this paragraph shall be in addition to that payable from any insurance coverage providing compensation upon Death or Disability.


10.

Notice


(a)

Any notice, direction or other instrument required or permitted to be given hereunder shall be In writing and shall be delivered either by personal delivery, registered mail or fax and addressed;


In the case of the Executive,


Marc Blythe. 5342 Malaspina Pl. North Vancouver BC. V7R 4M1


(address)


and in the case of the Corporation


(address and officer to who notice to be addressed)


(b)

Any such notice, direction or other instrument will be deemed to have been given and received, if personally delivered, on the day it was delivered, and if by registered mail, on the third business day following the date of mailing, except in the event of disruption of the postal service in which event notice will be deemed to received only when actually received, and if by facsimile, on the date indicated on the facsimile transmission confirmation sheet.


11.

Governing Law


This Agreement shall be governed by the laws of the Province of British Columbia and shall be binding upon the successors and assigns of the Corporation and the Executive.


12.

Independent Legal Advice


The Executive represents and warrants to the Corporation and acknowledges and agrees that the Executive has had the opportunity to seek and was not prevented or discouraged by the Corporation from seeking independent legal advice with respect to the contents herein and the Executive fully understands the terms and legal effect of this Agreement.


13.

Severabillty


If any one or more of the provisions contained herein should be invalid, illegal or unenforceable In any respect in any jurisdiction, the validity, legality and enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.


14.

Only Agreement


This Agreement shall constitute the only agreement between the parties governing the employment of the Executive and shall supersede any and all prior agreements that may have existed between the parties.


15.

Successors


This Agreement is binding upon and enures to the benefit of the Corporation and its successors and the heirs, executors, and personal legal representatives of the Executive. The Executive may not assign, pledge or encumber the Executive's interest in this agreement or assign any of the rights or duties of the Executive without the prior written consent of the Corporation.


IN WITNESS WHEREOF the parties have executed this Agreement at Vancouver, British Columbia as of the day and year first above written.


TARSIS RESOURCES LTD.


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SCHEDULE 'A'


Executive Position: President and Chief Executive Officer ("CEO")


Reports To:

The Board of Directors ("Board") of Tarsis Resources Ltd. (the "Corporation").


Function:

As the CEO: Provides overall leadership and vision in developing, in concert with the Board, the strategic direction of the Corporation, and in developing the tactics and business plans necessary to achieve the objectives as agreed with the Board, including but not limited to increasing shareholder value.


As the President: Manages the overall business to ensure strategic and business plans are effectively implemented, the results are monitored and reported to the Board, and financial and operational objectives are attained.


Authorities and Responsibilities:


(a)

General Functions:


1.

Provides effective leadership to the management and the employees of the Corporation and establishes an effective means of control and co-ordination for all operations and activities.


2.

Fosters a corporate culture that promotes ethical practices, integrity and a positive work climate, enabling the Corporation to attract, retain and motivate a diverse group of quality employees.


3.

Keeps the Board fully informed on the Corporation's operational and financial affairs, and on all matters of significant relevance to the Corporation. This includes external items emanating from governments and regulators on issues such as fiscal and monetary policies, legislation, etc.


4.

Develops and maintains a sound, effective organization structure, and ensures capable management succession, progressive employee training and development programs, and reports regularly to the Board on these matters.


5.

Ensures that effective communications and appropriate relationships are maintained with the shareholders of the Corporation and other stakeholders.


6.

Develops capital expenditure budgets for approval by the Board.


7.

Turns the first year of the strategic plan into a detailed operating plan and budget. The main financial and operating objectives are then approved by the Board and become the basis by which all executive and employee pay for performance goals are set and measured.


(b)

Strategy/Risks


(1)

Develops and recommends to the Board strategic plans to ensure the Corporation's profitable growth and overall success. This includes updating and making changes as required, and involving the Board in the early stages of developing strategy.


(2)

Identifies, in conjunction with the other senior officers and appropriate directors, the key risks with respect to the Corporation and its businesses and reviews such risks and strategies for managing them with the Board.


(3)

Ensures that the assets of the Corporation are adequately safeguarded and maintained.


(c)

Financial Reporting


Oversees the quality and timeliness of financial reporting. Reports to the Board, in conjunction with the Chief Financial Officer, on the fairness and adequacy of the financial reporting of the Corporation to its Shareholders.






Schedule B



EXECUTIVE'S EMPLOYMENT OR CONSULTING FOR ENTITIES OR ORGANIZATIONS OTHER THAN CORPORATION


Executive is not employed by, a consultant to, or engaged in, in any capacity, any other business, entity or organization other than Corporation, except as listed below:


(if none, state "none", otherwise provide list)


List of Other Employment (Executive and Corporation must date and initial each activity):


Date

Name of Organization

Nature of Engagement

January 1, 2013

Stratagem Capital Corp.

Director, ongoing

January 1, 2013

Rockhaven Resources Ltd.

VP Strategic Development, ongoing

January 1, 2013

Anus Development Group.

Director, ongoing

January 1, 2013

Global Resource

and

Infrastructure Group

Short duration due diligence assignment

relating to a BC based gold project

January 1, 2013

Sprott Resource Lending

Occasional due diligence consulting

engagements (none active at effective

date)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Corporation agrees that Executive may be engaged in the above and Corporation and Executive agree and acknowledge that such consulting or employment is not and may not be competitive with Corporation.










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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We consent to the use in this Registration Statement on Form 20-F of our report dated December 19, 2013, relating to the consolidated financial statements of Tarsis Resources Ltd. for the years ended September 30, 2013 and 2012 and for the eleven month period ended September 30, 2011, which is part of this Registration Statement.


We also consent to the reference to us under the caption “Experts” in the Registration Statement.



“DAVIDSON & COMPANY LLP”


Vancouver, Canada

Chartered Accountants

 

 

April 15, 2014

 







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STOCK OPTION PLAN

OF

TARSIS CAPITAL CORP.



1.

Purpose


The purpose of the Stock Option Plan (the "Plan") of TARSIS CAPITAL CORP., a corporation incorporated under the Business Corporations Act (Alberta) (the "Corporation") is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the "Shares"), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.


2.

Administration


The Plan shall be administered by the Board of Directors of the Corporation or by a special committee of the directors appointed from time to time by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the "Board"). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.


Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.


Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.


3.

Stock Exchange Rules


All options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the common shares of the Corporation are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the "Exchange").


4.

Shares Subject to Plan


Subject to adjustment as provided in Section 16 hereof, the Shares to be offered under the Plan shall consist of common shares of the Corporation's authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time. If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.


However, other than in connection with a "Qualifying Transaction" (as defined in Policy 2.4 of the Exchange) or otherwise accepted by the Exchange, during the time that the Corporation is a "Capital Pool Company" (as defined in Policy 2.4 of the Exchange), the aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the common shares of the Corporation issued and outstanding at the closing of the Corporation's initial public offering.


5.

Maintenance of Sufficient Capital


The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.


6.

Eligibility and Participation


Directors, officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company which provides management services to the Corporation or its subsidiaries ("Management Company Employees") shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as "Participants"). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.


Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are party must contain a representation of the Corporation that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.


A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.


7.

Exercise Price


(a)

The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange.


(b)

Once the exercise price has been determined by the Board, accepted by the Exchange and the option has been granted, the exercise price of an option may only be reduced if at least 6 months have elapsed since the later of the date of the Commencement of the term, the date the Corporation's shares commenced trading or the date the exercise price was reduced. In the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.


8.

Number of Optioned Shares


(a)

The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.


(b)

No single Participant may be granted options to purchase a number of Shares equalling more than 5% of the issued common shares of the Corporation in any twelve-month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.


(c)

Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve-month period to any one consultant of the Corporation (or any of its subsidiaries).


(d)

Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve month period to persons employed to provide investor relation activities. Options granted to Consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than 1/4 of the options vesting in any 3 month period.


9.

Duration of Option


Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange. For greater certainty, if the Corporation is listed on the TSX Venture Exchange ("TSX Venture"), the maximum term may not exceed 10 years if the Corporation is classified as a "Tier 1" issuer by the TSX Venture, and the maximum term may not exceed 5 years if the Corporation is classified as a "Tier 2" issuer by the TSX Venture.


10.

Option Period, Consideration and Payment


(a)

The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.


(b)

Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.


(c)

Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.


(d)

Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries. shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him or them under the terms of the Plan.


11.

Ceasing To Be a Director, Officer, Consultant or Employee


(a)

Subject to subsection (b), if a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant's services to the Corporation.


(b)

If the Participant does not continue to be a director, officer, consultant, employee of the Resulting Issuer upon completion of the Corporation's Qualifying Transaction (as such terms are defined in the policies of the Exchange), the options granted hereunder must be exercised by the Participant within the later of 12 months after completion of the Qualifying Transaction and 90 days after the Participant ceases to become a director, officer, consultant or employee of the Resulting Issuer.


(c)

Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.


12.

Death of Participant


Notwithstanding section 11, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:


(a)

by the person or persons to whom the Participant's rights under the option shall pass by the Participant's will or the laws of descent and distribution; and


(b)

if and to the extent that such Participant was entitled to exercise the Option at the date of his death.


13.

Rights of Optionee


No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have been issued and delivered.


14.

Proceeds from Sale of Shares


The proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.


15.

Cash Surrender Option


Where the Shares are listed and posted for trading on a recognized stock exchange, Participants may elect to surrender, unexercised, options to purchase Shares ("Options") granted pursuant to the Plan that are vested and exercisable, to the Corporation in consideration of the receipt by the Participant of an amount (the "Settlement Amount") equal to the excess, if any, of the aggregate fair market value of the Shares (based on the weighted average trading price of the Shares on such stock exchange during the five trading days preceding the date of surrender or the price pursuant to an offer made for all of the issued and outstanding Shares, whichever is greater) able to be purchased pursuant to the vested and exercisable portion of such Options on the date of surrender, over the aggregate exercise price for the Shares pursuant to such Options. In no circumstances will the Participant at any time be obligated to surrender Options as provided by this cash surrender option. The Corporation may, in its sole discretion, refuse to accept the surrender of unexercised Options and if any such surrender is not accepted by the Corporation or completed for any reason, the notice of surrender (as described below) shall be deemed to be withdrawn and the Options in respect of which such notice was provided shall again become subject to their original terms as if such notice of surrender had not been provided. Unexercised Options may be surrendered in whole or in part from time to time by delivery to the Corporation at its head office of a written notice of surrender specifying the number of Shares with respect to which the unexercised Options are being surrendered. Upon the surrender of unexercised Options as aforesaid, the Corporation shall use its reasonable efforts to forthwith deliver to the relevant Participant (or his personal representative, if applicable) or to the order thereof, payment of the Settlement Amount (net of any amounts required to be withheld under applicable withholding legislation) by way of cheque or otherwise in a manner acceptable to the Corporation.


16.

Adjustments


If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.


Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.


17.

Transferability


All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.


18.

Amendment and Termination of Plan


Subject to applicable approval of the Exchange, the Board may, at any time, suspend or terminate the Plan. Subject to applicable approval of the Exchange, the Board may also at any time amend or revise the terms of the Plan; provided that no such amendment or revision shall result in a material adverse change to the terms of any options theretofore granted under the Plan, unless shareholder approval, or disinterested shareholder approval, as the case may be, is obtained for such amendment or revision.


19.

Necessary Approvals


The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Participant.


20.

Effective Date of Plan


The Plan has been adopted by the Board of the Corporation subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approvals being obtained.


21.

Interpretation


The Plan will be governed by and construed in accordance with the laws of the Province of Alberta.


MADE by the Board of Directors of the Corporation as evidenced by the signature of the following director duly authorized in that behalf effective December 1, 2005 and approved by the shareholders of the Corporation on December 1, 2005 .


[STOCKOPTIONPLAN001.JPG]





[TARSISINFOCIRCULAR2014001.JPG]



TARSIS RESOURCES LTD.




Annual General Meeting

to be held on February 28, 2014

Notice of Annual General Meeting

and

Information Circular





January 24, 2014




TARSIS RESOURCES LTD.

1103 - 750 West Pender Street

Vancouver, B.C. V6C 2T8


NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS


NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of the shareholders of Tarsis Resources Ltd. (the “ Company ”) will be held at 410 – 325 Howe Street, Vancouver, British Columbia on Friday, February 28, 2014 at 10:00 a.m. (local time in Vancouver, British Columbia). At the Meeting, the shareholders will receive the financial statements for the year ended September 30, 2013, together with the auditor’s report thereon, and consider resolutions to:


1.

receive the Report of the Director;


2.

set the number of directors at four;


3.

elect directors for the ensuing year;


4.

appoint Davidson & Company LLP, Chartered Accountants, as auditor of the Company for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor;


5.

confirm the Company’s stock option plan, as required annually by the policies of the TSX Venture Exchange; and


6.

transact such other business as may properly be put before the Meeting.


All shareholders are entitled to attend and vote at the Meeting in person or by proxy. The Board of Directors requests all shareholders who will not be attending the Meeting in person to read, date and sign the accompanying proxy and deliver it to Computershare Investor Services Inc. (“ Computershare ”). If a shareholder does not deliver a proxy to Computershare, Attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, by 10:00 a.m. (local time in Vancouver, British Columbia) on Wednesday, February 26, 2014 (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the meeting at which the proxy is to be used), then the shareholder will not be entitled to vote at the Meeting by proxy. Only shareholders of record at the close of business on Friday, January 24, 2014 will be entitled to vote at the Meeting.


An information circular and a form of proxy accompany this notice.


DATED at Vancouver, British Columbia, the 24 th day of January, 2014.


  ON BEHALF OF THE BOARD


Marc G. Blythe

Marc G. Blythe

President and Chief Executive Officer





TARSIS RESOURCES LTD.

1103 750 West Pender Street
Vancouver, B.C. V6C 2T8


INFORMATION CIRCULAR

(as at January 24, 2014 except as otherwise indicated)


SOLICITATION OF PROXIES


This information circular (the “ Circular ”) is provided in connection with the solicitation of proxies by Management of Tarsis Resources Ltd. (the “ Company ”). The form of proxy which accompanies this Circular (the “ Proxy ”) is for use at the annual general meeting of the shareholders of the Company to be held on Friday, February 28, 2014 (the “ Meeting ”), at the time and place set out in the accompanying notice of Meeting (the “ Notice of Meeting ”). The Company will bear the cost of this solicitation. The solicitation will be made by mail, but may also be made by telephone.


APPOINTMENT AND REVOCATION OF PROXY


The persons named in the Proxy are directors and/or officers of the Company. A registered shareholder who wishes to appoint some other person to serve as their representative at the Meeting may do so by striking out the printed names and inserting the desired person s name in the blank space provided. The completed Proxy should be delivered to Computershare Investor Services Inc. (“ Computershare ”) by 10:00 a.m. (local time in Vancouver, British Columbia) on Wednesday, February 26, 2014 or before 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting at which the Proxy is to be used.


The Proxy may be revoked by:


(a)

signing a proxy with a later date and delivering it at the time and place noted above;


(b)

signing and dating a written notice of revocation and delivering it to the registered office of the Company, or by transmitting a revocation by telephonic or electronic means, to the registered office of the Company, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or delivering a written notice of revocation and delivering it to the Chairman of the Meeting on the day of the Meeting or adjournment of it; or


(c)

attending the Meeting or any adjournment of the Meeting and registering with the scrutineer as a shareholder present in person.


Provisions Relating to Voting of Proxies


The shares represented by Proxy in the form provided to shareholders will be voted or withheld from voting by the designated holder in accordance with the direction of the registered shareholder appointing him. If there is no direction by the registered shareholder, those shares will be voted for all proposals set out in the Proxy and for the election of directors and the appointment of the auditors as set out in this Circular. The Proxy gives the person named in it the discretion to vote as such person sees fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, the management of the Company (the Management ”) knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting.


Advice to Beneficial Holders of Common Shares


The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold common shares in their own name. Shareholders who hold their common shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their common shares in their own name (referred to herein as “ Beneficial Shareholders ”) should note that only proxies deposited by shareholders who appear on the records maintained by the Company’s registrar and transfer agent as registered holders of common shares will be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those common shares will, in all likelihood, not be registered in the shareholder’s name. Such common shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Ltd., which acts as nominee for many Canadian brokerage firms). In the United States, the vast majority of such common shares are registered under the name Cede & Co., the registration name for The Depository Trust Company, which acts as nominee for many United States brokerage firms. Common shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.


Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that common shares are voted at the Meeting. The form of instrument of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy provided directly to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form (“ VIF ”), mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge VIF form cannot use that form to vote common shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of common shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the common shares voted. If you have any questions respecting the voting of common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.


The Notice of Meeting, Circular, Proxy and VIF, as applicable, are being provided to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own (“ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities which they own (“ NOBOs ”). Subject to the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common shares on your behalf.


Pursuant to the provisions of NI 54-101, the Company is providing the Notice of Meeting, Circular and Proxy or VIF, as applicable, to both registered owners of the securities and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding common shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF. As a result, if you are a non-registered owner of the securities, you can expect to receive a scannable VIF from Computershare. Please complete and return the VIF to Computershare in the envelope provided or by facsimile. In addition, telephone voting and internet voting instructions can be found on the VIF. Computershare will tabulate the results of the VIFs received from the Company’s NOBOs and will provide appropriate instructions at the Meeting with respect to the common shares represented by the VIFs they receive.


The Company’s OBOs can expect to be contacted by Broadridge or their brokers or their broker’s agents as set out above. The Company does not intend to pay for intermediaries to deliver the Notice of Meeting, Circular and VIF to OBOs and accordingly, if the OBO’s intermediary does not assume the costs of delivery of those documents in the event that the OBO wishes to receive them, the OBO may not receive the documentation.


Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity. NI 54-101 allows a Beneficial Shareholder who is a NOBO to submit to the Company or an applicable intermediary any document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. If such a request is received, the Company or an intermediary, as applicable, must arrange, without expenses to the NOBO, to appoint such NOBO or its nominee as a proxyholder and to deposit that proxy within the time specified in this Circular, provided that the Company or the intermediary receives such written instructions from the NOBO at least one business day prior to the time by which proxies are to be submitted at the Meeting, with the result that such a written request must be received by 10:00 a.m. (local time in Vancouver, British Columbia) on the day which is at least three business days prior to the Meeting. A Beneficial Shareholder who wishes to attend the Meeting and to vote their common shares as proxyholder for the registered shareholder, should enter their own name in the blank space on the VIF or such other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.


All references to shareholders in the Notice of Meeting, Circular and the accompanying Proxy are to registered shareholders of the Company as set forth on the list of registered shareholders of the Company as maintained by the registrar and transfer agent of the Company, Computershare, unless specifically stated otherwise.


Financial Statements


The audited financial statements of the Company for the year ended September 30, 2013, together with the auditor s report on those statements and Management Discussion and Analysis, will be presented to the shareholders at the Meeting.


VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES


As at the date of the accompanying Notice of Meeting, the Company s authorized capital consists of an unlimited number of common shares of which 47,973,777 common shares are issued and outstanding. All common shares in the capital of the Company carry the right to one vote.


Shareholders registered as at Friday, January 24, 2014, are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.


To the knowledge of the directors and executive officers of the Company, as of the date of this Circular, the following persons beneficially own, directly or indirectly, or exercise control or direction over, 10% or more of the issued and outstanding common shares of the Company:


Shareholder

Number of Shares

Percentage of
Issued Capital

Almaden Minerals Ltd.

8,100,000

16.88%


ELECTION OF DIRECTORS


The directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. The Management of the Company (“ Management ”) proposes to nominate the persons listed below for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by the Management of the Company will be voted for the nominees listed in this Circular. Management does not contemplate that any of the nominees will be unable to serve as a director.


The following table sets out the names of the nominees for election as directors, the offices they hold within the Company, their occupations, the length of time they have served as directors of the Company, and the number of common shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular.


Name, province or state and
country of residence and
positions, current and former,
if any, held in the Company

Principal occupation for last five years

Served as
director since

Number of
common shares
beneficially owned
or controlled or
directed, directly
or indirectly, at
present (1)

MARC G. BLYTHE (2)

British Columbia, Canada

Director, Chief Executive Officer, and President

President and CEO of Tarsis Resources. Ltd.

July 23, 2007

1,576,500

CRAIG LINDSAY (2)

  British Columbia, Canada

Director

Managing director of Arbutus Grove Capital Corp., President and CEO of Otis Gold Corp. and, since December 2012, CEO of Philippine Metals Inc.

November 3,

2008

245,000 (3)

ADRIAN FLEMING (2)

British Columbia, Canada

Director

The director of Entourage Metals Ltd., Full Metal Zinc Ltd., Gonzaga Resources Ltd., Highland Copper Company Inc., Precipitate Gold Corp., Prosperity Goldfields Corp. and
Valhalla Resources Ltd.

June 28, 2010

Nil

MARK T. BROWN (4)

  British Columbia, Canada

Proposed Director

President of Pacific Opportunity Capital Ltd. (“ POC ”); founder of Rare Element Resources Ltd., President, CEO and director of Animas Resources Ltd, CFO and director of Big Sky Petroleum Corporation,  director of Avrupa Minerals  Ltd., Estrella Gold Corporation, Almaden Minerals Ltd.,

Galileo Petroleum Ltd., Strategem Capital Corporation and Sutter Gold Mining Inc.

Proposed

5,324,000 (5)


Notes:


(1)

The information as to common shares beneficially owned or controlled has been provided by the nominees themselves.


(2)

A member of the Audit Committee.


(3)

Mr. Lindsay holds 145,000 Common Shares through his holding company Arbutus Grove Capital Corp.


(4)

Mr. Brown has been the Company’s CFO and Corporate Secretary since 2007.


(5)

Mr. Brown holds 4,614,000 Common Shares through POC. He is the president of Pacific Opportunity Capital Ltd. which has a contract to provide financial and management consulting services to the Company.


No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.


Corporate Cease Trade Orders or Bankruptcies


No director or proposed director of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity:


(a)

was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or


(b)

was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or


(c)

within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.


Individual Bankruptcies


No director or proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.


Penalties or Sanctions


None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.


EXECUTIVE COMPENSATION


Named Executive Officers


During the financial year ended September 30, 2013, the Company had two Named Executive Officers (“ NEOs ”) being, Marc G. Blythe, the President and Chief Executive Officer (“ CEO ”) and Mark T. Brown, the Chief Financial Officer and Secretary (“ CFO ”) of the Company.


Named Executive Officer ” means: (a) each CEO, (b) each CFO, (c) each of the three most highly compensated executive officers of the company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and (a) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.


COMPENSATION DISCUSSION AND ANALYSIS


Compensation Discussion and Analysis


The compensation of the Company’s NEOs is determined by the Company’s Board which is composed of three members, two of whom are independent.


The Board’s compensation program is designed to provide competitive levels of compensation, a significant portion of which is dependent upon individual and corporate performance and contribution to increasing shareholder value. The Board recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive’s level of responsibility. In general, a NEOs compensation is comprised of two components:


(a)

Salary, wages or contractor payments; and


(b)

Stock option grants.


The objectives and reasons for this system of compensation are generally to allow the Company to remain competitive compared to its peers in attracting experienced personnel. The CEO is paid a salary that is lower than his comparative salary levels for a person of his experience and capabilities. The CFO also takes a payment as a contractor that is lower than comparative salary levels because he also works as the CFO for other companies and does not devote 100% of his time to the Company.


Stock option grants are designed to reward the NEOs for success on a similar basis as the shareholders of the Company, but these rewards are highly dependent upon the volatile stock market, much of which is beyond the control of the NEOs.


The Board has not proceeded to a formal evaluation of the implications of the risks associated with the Company’s compensation policies and practices. Risk management is a consideration of the Board when implementing its compensation programme, and the Board does not believe that the Company’s compensation programme results in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Company.


The Company’s NEOs and directors are not permitted to purchase financial instruments, including for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.


Share-Based and Option-Based Awards


The Company does not grant share-based awards. Stock option grants are made on the basis of the number of stock options currently held, position, overall individual performance, anticipated contribution to the Company’s future success and the individual’s ability to influence corporate and business performance. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating the officers, directors and employees of the Company and to closely align the personal interest of such persons to the interest of the shareholders.


The recipients of incentive stock options and the terms of the stock options granted are determined from time to time by the Board. The exercise price of the stock options granted is generally determined by the market price at the time of grant.


SUMMARY COMPENSATION TABLE


Set out below is a summary of compensation paid or accrued during the Company’s three most recently completed financial years to the Company’s NEOs.


Summary Compensation Table


 

 

 

 

Non-equity incentive plan compensation

($)

 

 

 

 

 

 

Option-

 

Long-

 

 

 

Name and

 

 

based

Annual

term

Pension

All other

Total

principal

 

Salary

awards

incentive

incentive

value

compensation

compensation

position

Year

($)

($) (3)

plans

plans

($)

($)

($)

Marc G.

2013

131,250 (1)

N/A

N/A

N/A

N/A

39,900 (2)

171,150

Blythe

2012

N/A

41,685 (4)

N/A

N/A

N/A

147,131 (2)

188,816

President   and

2011

N/A

N/A

N/A

N/A

N/A

100,581 (2)

100,581

CEO

 

 

 

 

 

 

 

 

Mark T.

2013

N/A

N/A

N/A

N/A

N/A

113,720 (3)

113,720

Brown

2012

N/A

26,053 (5)

N/A

N/A

N/A

159,556 (3)

185,609

CFO

2011

N/A

N/A

N/A

N/A

N/A

96,950 (3)

96,950


Notes:


(1)

Mr. Blythe became an employee effective January 1, 2013.


(2)

Mr. Blythe received consulting fees for the financial years ending September 30, 2012, September 30, 2011 and the three month period from October 1, 2012 to December 31 2012.


(3)

Paid to Pacific Opportunity Capital Ltd. Mr. Brown is the president of Pacific Opportunity Capital Ltd. (“POC”) which has a contract to provide financial and management consulting services to the Company (the POC Contract ”) .


(4)

Representing fair market value of options to acquire 200,000 Common Shares at an exercise price of $0.26 per share expiring May 7, 2017; calculated using Black Scholes: no dividend, exercise price $0.26; interest 1.52%, volatility 134.975% and 5 year term.


(5)

Representing fair market value of options to acquire 125,000 Common Shares at an exercise price of $0.26 per share expiring May 7, 2017; calculated using Black Scholes: no dividend, exercise price $0.26; interest 1.52%, volatility 134.975% and 5 year term.


Narrative Discussion


Marc G. Blythe: Effective January 1, 2013, the Company and Mr. Blythe entered into an executive employment contract (the “ Executive Employment Contract ”) pursuant to which the Company agreed to engage Mr. Blythe as the Company’s CEO and President. Pursuant to the Executive Employment Contract, the Company agreed to pay Mr. Blythe an amount of $175,000 per annum (“ Base Salary ”). The Executive Employment Contract replace a consulting contract between Mr. Blythe and the Company that was effective January 1, 2012, (the “ Contract for Services ”) pursuant to which the Company agreed to engage Mr. Blythe as the Company’s CEO. Pursuant to the Contract for Services, the Company agreed to pay Mr. Blythe a monthly fee of $13,300 and reimburse him for all approved disbursements incurred by him on the Company’s behalf in connection with the provision of his services. In addition, Mr. Blythe was entitled to participate in the Company’s stock option plan.


Mark T. Brown : Pursuant to the POC Contract, the Company paid a total of $113,720 during the financial year ended September 30, 2013 to POC, a company of which Mr. Brown is the President, for the management and accounting services of an accounting and administrative team of four people during 2013.


INCENTIVE PLAN AWARDS


Outstanding Share-Based Awards and Option-Based Awards


The Company does not have any share-based awards held by a NEO. The following table sets forth the outstanding option-based awards held by the NEOs of the Company at the end of the most recently completed financial year:


Outstanding Option-Based Awards

 

Option-based Awards

Name

Number of securities
underlying
unexercised options
(#)

Option exercise
price

($)

Option
expiration date

Value of unexercised

in-the-money options

($) (1)

Marc G. Blythe

200,000

$0.26

05/07/2017

Nil

President and CEO

100,000

$0.59

10/01/2015

Nil

 

50,000

$0.10

12/11/2013

Nil

Mark T. Brown

125,000

$0.26

05/07/2017

Nil

CFO

75,000

$0.59

10/01/2015

Nil

 

50,000

$0.10

12/11/2013

Nil


Note:


(1)

“In-the-Money Options” means the excess of the market value of the Company’s common shares on September 30, 2013 over the exercise price of the options. The market price for the Company’s common shares on September 30, 2013 was $0.07.


Incentive Plan Awards Value Vested or Earned During the Year


The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed financial year by each NEO:


Value Vested or Earned for Incentive Plan Awards During the Most
Recently Completed Financial Year


Name

Option-based awards Value
vested during the year (1)

($)

Non-equity incentive plan
compensation
Value earned during
the year
($)

Marc G. Blythe

President and CEO

Nil

Nil

Mark T. Brown

CFO

Nil

Nil


Note:


(1)

No options were granted or vested during the year ended September 30, 2013. If options were granted to the NEOs they would have vested immediately. The aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date is calculated by determining the difference between the market price of the underlying securities on the date of vest and the exercise price of the options under the option-based award multiplied by the number of options vested on the vesting date.


Narrative Discussion


The following information is intended as a brief description of the Stock Option Plan (“ Stock Option Plan ”) and is qualified in its entirety by the full text of the Stock Option Plan, which will be available for review at the Meeting.


1.

The maximum number of shares that may be issued upon the exercise of stock options granted under the Stock Option Plan shall not exceed 10% of the issued and outstanding common shares of the Company at the time of grant, the exercise price of which, as determined by Board, in its sole discretion, shall not be less than the closing price of the Company s shares traded through the facilities of the TSX Venture Exchange (the “ Exchange ”) on the date prior to the date of grant, less allowable discounts, in accordance with the policies of the Exchange or, if the shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the shares are listed or quoted for trading.


2.

The Board shall not grant options to any one person in any 12 month period which will, when exercised, exceed 5% of the issued and outstanding shares of the Company or to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding shares of the Company.


3.

Upon expiry of an option, or in the event an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Stock Option Plan. All options granted under the Stock Option Plan may not have an expiry date exceeding ten years from the date on which the Board grants and announces the granting of the option provided the Company is a Tier 1 Issuer or five years if the Company is a Tier 2 Issuer.


4.

If the option holder ceases to be a director of the Company or ceases to be employed by the Company (other than by reason of death), or ceases to be a consultant of the Company as the case may be, then the option granted shall expire on no later than the 90th day following the date that the option holder ceases to be a director, ceases to be employed by the Company or ceases to be a consultant of the Company, subject to the terms and conditions set out in the Stock Option Plan.


PENSION BENEFITS


The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.


TERMINATION AND CHANGE OF CONTROL BENEFITS


Effective January 1, 2013, the Company and its subsidiary entered into the Executive Employment Contract with Marc G. Blythe.


Under the Executive Employment Contract, if Mr. Blythe shall voluntarily terminate employment or if the employment of Mr. Blythe is terminated by the Company for cause, then all compensation and benefits as heretofore provided shall terminate immediately upon the effective date of termination and no special severance compensation will be paid. If the Company terminates Mr. Blythe’s employment for any reason other than cause, including change of control, then the Company shall pay Mr. Blythe a lump sum payment equal to two times Mr. Blythe’s then Base Salary and shall continue benefits, if any, that are then being provided to Mr. Blythe for the lesser of 12 months from the effective date of termination or the replacement by at least equal benefits by a new employer.


In July 2007, the Company and its subsidiary entered into the POC Contract with POC, an external management company, for accounting and financial management services, including the services of Mark T. Brown as Chief Financial Officer. The POC Contract has no termination or change of control benefits.


Other than as described above, the Company has no other compensatory plan, contract or arrangement to compensate a NEO in the event of resignation, retirement or other termination of the NEOs employment with the Company, a change of control of the Company, or a change in responsibilities of the NEO following a change in control.


DIRECTOR COMPENSATION


The Company does not have share-based awards held by a director. Other than compensation paid to the NEOs, and except as noted below, no compensation was paid to directors in their capacity as directors of the Company or its subsidiaries, in their capacity as members of a committee of the Board or of a committee of the board of directors of its subsidiaries, or as consultants or experts, during the Company s most recently completed financial year.


Set out below is a summary of compensation paid or accrued during the Company s most recently completed financial year to the Company s directors, other than the NEOs previously disclosed:


Director Compensation Table


Name

Fees
earned

($)

Option-
based
awards
($)

Non-equity
incentive plan
compensation
($)

Pension
value

($)

All other
compensation

($)

Total

($)

Craig Lindsay

N/A

Nil

N/A

N/A

N/A

Nil

Adrian Fleming

N/A

Nil

N/A

N/A

N/A

Nil


Narrative Discussion


Directors are compensated through the grant of stock options. No directors fees are paid.


INCENTIVE PLAN AWARDS


Outstanding Share-Based Awards and Option-Based Awards


The Company does not have any share-based awards held by a director. The following table sets forth details of all awards granted to directors of the Company which are outstanding at the end of the most recently completed financial year.


Outstanding Option-Based Awards

 

Option-based Awards

 

Number of securities
underlying
unexercised options

Option exercise price

 

Value of unexercised in­

the-money options

Name

(#)

($)

Option expiration date

($) (1)

Craig Lindsay

50,000

$0.26

05/07/2017

Nil

 

50,000

$0.59

10/01/2015

Nil

 

100,000

$0.10

12/11/2013

Nil

Adrian Fleming

50,000

$0.26

05/07/2017

Nil

 

50,000

$0.59

10/01/2015

Nil

 

100,000

$0.20

06/23/2015

Nil


Note:


(1)

“In-the-Money Options” means the excess of the market value of the Company’s common shares on September 30, 2013 over the exercise price of the options. The market price for the Company’s common shares on September 30, 2013 was $0.07.



Incentive Plan Awards Value Vested or Earned During the Year


The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed financial year by each director :


Value Vested or Earned for Incentive Plan Awards During the Most
Recently Completed Financial Year

Name

Option-based awards Value vested during the year

($)

Share-based awards Value
vested during the year

($)

Non-equity incentive plan
compensation
Value earned
during the year
($)

Craig Lindsay

Nil

N/A

N/A

Adrian Fleming

Nil

N/A

N/A


EQUITY COMPENSATION PLAN INFORMATION


The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans, as at the previous year end:


Plan Category

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights

(a)

Weighted-average exercise
price of outstanding
options, warrants and
rights

(b)

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))

(c)

Equity compensation plans approved by the securityholders

10,223,000

$0.286

1,903,711

Equity compensation plans not approved by the securityholders

N/A

N/A

N/A

Total

10,223,000

$0.286

1,903,711


INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS


None of the current or former directors, executive officers, employees of the Company, the proposed nominees for election to the Board, or their respective associates or affiliates, are or have been indebted to the Company since the beginning of the last completed financial year of the Company.


INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON


No director or executive officer of the Company or any proposed nominee of Management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company s last financial year in matters to be acted upon at the Meeting, other than the election of directors, the appointment of auditors and the confirmation of the Stock Option Plan.


INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS


None of the persons who were directors or executive officers of the Company or a subsidiary of the Company at any time during the Company’s last financial year, the proposed nominees for election to the Board, any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding common shares of the Company, nor any associate or affiliate of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed transaction which has materially affected or would materially affect the Company.


APPOINTMENT OF AUDITOR


Auditor


Management intends to nominate Davidson & Company LLP, Chartered Accountants, of Vancouver, British Columbia, for re-appointment as auditor of the Company. Forms of proxies given pursuant to this solicitation will, on any poll, be voted as directed and, if there is no direction, for the re-appointment of Davidson & Company LLP, Chartered Accountants, as the auditor of the Company to hold office for the ensuing year with remuneration to be fixed by the directors.


MANAGEMENT CONTRACTS


The Company has a contract with Almaden Minerals Ltd. to provide office facilities, administrative services and office insurance. This contract may be terminated at any time by either party and during the year ended September 30, 2013, the amount of $52,469 was paid.


Management, administrative and secretarial functions are provided by POC. A total of $113,720 was invoiced by POC for management and accounting services rendered and for the services of Mark T. Brown, the Chief Financial Officer, and three other staff members of POC for the year ended September 30, 2013.


Other than as disclosed herein, no management functions of the Company are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.


AUDIT COMMITTEE


The Company is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company.


Audit Committee Charter


The text of the audit committee’s charter is attached as Schedule “A” to this Circular.


Composition of Audit Committee and Independence


National Instrument 52-110 Audit Committees , (“ NI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment.


NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. The following sets out the members of the audit committee and their education and experience that is relevant to the performance of his responsibilities as an audit committee member.


The Company’s current audit committee consists of Marc G. Blythe, Craig Lindsay and Adrian Fleming. Craig Lindsay and Adrian Fleming are considered “independent” as such term is defined in NI 52-110. Marc G. Blythe is not considered “independent” as such term is defined in NI 52-110, as he is also the President and CEO of the Company. All three members are “financially literate” as such term is defined in NI 52-110.


Relevant Education and Experience


Based on their business and educational experiences, each audit committee member has a reasonable understanding of the accounting principles used by the Company to assess the general application of such principles in connection of the accounting for estimates, accruals and reserves; experience analyzing and evaluating financial statements that present a breadth and level of complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and an understanding of internal controls and procedures for financial reporting.


Marc G. Blythe: Marc G. Blythe has a Master of Business Administration degree and has also completed the IIROC/TSX course on company disclosure. He has acted as a director and/or officer of numerous other publicly traded companies since 2007. He is a former Vice President of Mining for Almaden Minerals Ltd.


Craig T. Lindsay: Mr. Lindsay has been a director or officer of a number of public companies in the natural resource sector and as a director has been responsible for approving financial statements. Through his work as a director and senior officer of public companies, including a number of TSX Venture companies. He is currently the President and CEO of Otis Gold Corp., CEO of Philippine Metals Inc. and former President of Magnum Uranium Corp. Mr. Lindsay has gained a sufficient understanding of financial reporting requirements with respect to junior resource exploration companies to enable him to discharge his duties an Audit Committee member. He has a Master of Business Administration degree and is a Chartered Financial Analyst.


Adrian Fleming: Mr. Fleming has been a director or officer of a number of public companies in the natural resource sector and as a director has been responsible for approving financial statements. Through his work as a director and senior officer of public companies, including a number of TSX Venture companies. Mr. Fleming has gained a sufficient understanding of financial reporting requirements with respect to junior resource exploration companies to enable him to discharge his duties an Audit Committee member.


Audit Committee Oversight


Since the commencement of the Company s most recently completed financial year, the audit committee of the Company has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.


Reliance on Certain Exemptions


Since the commencement of the Company s most recently completed financial year, the Company has not relied on:


(a)

the exemption in section 2.4 ( De Minimis Non-audit Services ) of NI 52-110; or


(b)

an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions ).


Pre-Approval Policies and Procedures


The audit committee has not adopted any specific policies and procedures for the engagement of non-audit services.


Audit Fees


The following table sets forth the fees paid by the Company and its subsidiary to Davidson & Company LLP, Chartered Accountants, for services rendered in the last two financial years:


 

2013

2012

 

($)

($)

Audit fees (1)

$30,090

$37,230

Audit related fees (2)

N/A

N/A

Tax fees (3)

N/A

N/A

All other fees (4)

N/A

N/A

Total

$30,900

$37,230


Notes:

(1)

“Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.

(2)

“Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3)

“Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4)

“All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above


Exemption in Section 6.1


The Company is a “venture issuer” as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Parts 3 ( Composition of Audit Committee ) and 5 ( Reporting Obligations ).


CORPORATE GOVERNANCE DISCLOSURE


National Instrument 58-101, Disclosure of Corporate Governance Practices , requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the “ Guidelines ”) adopted in National Policy 58-201. These Guidelines are not prescriptive, but have been used by the Company in adopting its corporate governance practices. The Board and senior management of the Company consider good corporate governance to be an integral part of the effective and efficient operation of Canadian corporations. The Company’s approach to corporate governance is set out below.


Board of Directors


Management is nominating three individuals to the Board, all of whom are current directors of the Company.


The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to Management, evaluate Management, set policies appropriate for the business of the Company and approve corporate strategies and goals. The day-to-day management of the business and affairs of the Company is delegated by the Board to the CEO and the President. The Board will give direction and guidance through the President to Management and will keep Management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.


The Guidelines suggest that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with the Company. The “material relationship” is defined as a relationship which could, in the view of the Company’s Board, reasonably interfere with the exercise of a director’s independent judgement. All of the current members of the Board are considered “independent” within the meaning of NI 52-110, except for Marc G. Blythe, who is the CEO and President of the Company.


The Board recommends nominees to the shareholders for election as directors. Immediately following each annual general meeting, the Board appoints an Audit Committee and the chairperson of the Audit Committee. The Board elects a chairperson of the Board and establishes his or her duties and responsibilities, appoints the CEO, CFO and President of the Company and establishes the duties and responsibilities of those positions and on the recommendation of the CEO, appoints the senior officers of the Company and approves the senior Management structure of the Company.


The Board exercises its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Board. The Board shall meet not less than three times during each year and will endeavour to hold at least one meeting in each fiscal quarter. The Board will also meet at any other time at the call of the CEO, or subject to the Articles of the Company, of any director.


The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia), is to manage or supervise management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company s affairs directly and through its committees.


Directorships


The following directors and proposed director of the Company are also directors of other reporting issuers as stated:


·

Marc G. Blythe is a director of Arcus Development Group Inc. and Strategem Capital Corporation


·

Craig Lindsay is a director of Otis Gold Corp., Archer Petroleum Corp. and Philippine Metals Inc.


·

Adrian Fleming is a director of Entourage Metals Ltd., Full Metal Zinc Ltd., Gonzaga Resources Ltd., Highland Copper Company Inc., Precipitate Gold Corp., Prosperity Goldfields Corp. and Valhalla Resources Ltd.


·

Mark T. Brown is a director of Almaden Minerals Ltd., Animas Resources Ltd., Avrupa Minerals Ltd., Big Sky Petroleum Corporation, Estrella Gold Corporation, Galilleo Petroleum Ltd., Strategem Capital Corporation and Sutter Gold Mining Inc.,


Orientation and Continuing Education


The Board does not have any formal policies with respect to the orientation of new directors nor does it take any measures to provide continuing education for the directors. At this stage of the Company s development the Board does not feel it necessary to have such policies or programs in place.


Ethical Business Conduct


To date, the Board has not adopted a formal written Code of Business Conduct and Ethics. However, the current limited size of the Company s operations, and the small number of officers and consultants, allow the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.


Nomination of Directors


The Board has not adopted a formal process to select new nominees to the Board. The current nominees have been recruited by the current Board members, and the recruitment process has involved both formal and informal discussions among Board members and the CEO.


Compensation Governance


The quantity and quality of the Board and CEO compensation is reviewed on an annual basis and determined by the Board as a whole, which allows the independent directors to have input into compensation decisions. At this time, the Company does not believe its size and limited scope of operations requires a formal compensation committee.


Other Board Committees


At the present time, the only standing committee is the Audit Committee. The written charter of the Audit Committee, as required by NI 52-110, is contained in Schedule “A” to this Circular. As the Company grows, and its operations and management structure became more complex, the Board expects it will constitute more formal standing committees, such as a Corporate Governance Committee, a Compensation Committee and a Nominating Committee, and will ensure that such committees are governed by written charters and are composed of at least a majority of independent directors.


Assessments


The Board monitors the performance of individual Board members and their contributions. The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Company’s size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time.


PARTICULARS OF MATTERS TO BE ACTED UPON


Confirming Stock Option Plan


Shareholders are being asked to confirm approval of the Company’s Stock Option Plan which was initially adopted by the directors of the Company on December 21, 2005. There have been no changes to the Stock Option Plan since it was adopted by the directors. The Stock Option Plan is subject to approval by the Exchange.


The following information is intended as a brief description of the Stock Option Plan and is qualified in its entirety by the full text of the Stock Option Plan, which will be available for review at the Meeting.


1.

The maximum number of shares that may be issued upon the exercise of stock options granted under the Stock Option Plan shall not exceed 10% of the issued and outstanding common shares of the Company at the time of grant, the exercise price of which, as determined by the Board in its sole discretion, shall not be less than the closing price of the Company’s shares traded through the facilities of the Exchange on the date prior to the date of grant, less allowable discounts, in accordance with the policies of the Exchange or, if the shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the shares are listed or quoted for trading.


2.

The Board shall not grant options to any one person in any 12 month period which will, when exercised, exceed 5% of the issued and outstanding shares of the Company or to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding shares of the Company.


3.

Upon expiry of an option, or in the event an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Stock Option Plan. All options granted under the Stock Option Plan may not have an expiry date exceeding ten years from the date on which the board of directors grant and announce the granting of the option provided the Company is a Tier 1 Issuer or five years if the Company is a Tier 2 Issuer.


4.

If the option holder ceases to be a director of the Company or ceases to be employed by the Company (other than by reason of death), or ceases to be a consultant of the Company as the case may be, then the option granted shall expire on no later than the 90th day following the date that the option holder ceases to be a director, ceases to be employed by the Company or ceases to be a consultant of the Company, subject to the terms and conditions set out in the Stock Option Plan.


In accordance with the policies of the Exchange, a plan with a rolling 10% maximum must be confirmed by shareholders at each annual general meeting.


Accordingly, at the Meeting, the shareholders will be asked to pass the following resolution:


  IT IS RESOLVED THAT the Stock Option Plan is hereby approved and confirmed.”


General Matters


It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting, but if any other matters do arise, the person named in the Proxy intends to vote on any poll, in accordance with his or her best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.


ADDITIONAL INFORMATION


Additional information relating to the Company may be found on SEDAR at www.sedar.com . Financial information about the Company is provided in the Company s comparative annual financial statements to September 30, 2013, a copy of which, together with Management s Discussion and Analysis thereon, can be found on the Company s SEDAR profile at www.sedar.com . Additional financial information concerning the Company may be obtained by any securityholder of the Company free of charge by contacting the Company, at 604-689-7644 .


BOARD APPROVAL


The contents of this Circular have been approved and its mailing authorized by the directors of the Company.


DATED at Vancouver, British Columbia, the 24 th day of January, 2014.


  ON BEHALF OF THE BOARD


Marc G. Blythe


Marc G. Blythe,

President and Chief Executive Officer




TARSIS RESOURCES LTD.


Schedule “A”

Audit Committee Charter


The audit committee is a committee of the board of directors to which the board delegates its responsibilities for the oversight of the accounting and financial reporting process and financial statement audits.


The audit committee will:


(a)

review and report to the board of directors of the Company on the following before they are published:


(i)

the financial statements and MD&A (management discussion and analysis) (as defined in National Instrument 51-102) of the Company;


(ii)

the auditor s report, if any, prepared in relation to those financial statements,


(b)

review the Company s annual and interim earnings press releases before the Company publicly discloses this information,


(c)

satisfy itself that adequate procedures are in place for the review of the Company s public disclosure of financial information extracted or derived from the Company s financial statements and periodically assess the adequacy of those procedures,


(d)

recommend to the board of directors:


(i)

the external auditor to be nominated for the purpose of preparing or issuing an auditor s report or performing other audit, review or attest services for the Company; and


(ii)

the compensation of the external auditor,


(e)

oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting,


(f)

monitor, evaluate and report to the board of directors on the integrity of the financial reporting process and the system of internal controls that management and the board of directors have established,


(g)

monitor the management of the principal risks that could impact the financial reporting of the Company,


(h)

establish procedures for:


(i)

the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and


(ii)

the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters,


(i)

pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company s external auditor,


(j)

review and approve the Company s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company, and


(k)

with respect to ensuring the integrity of disclosure controls and internal controls over financial reporting, understand the process utilized by the Chief Executive Officer and the Chief Financial Officer to comply with Multilateral Instrument 52-109.


Composition of the Committee


The committee will be composed of three directors from the Company s board of directors, a majority of whom will be independent. Independence of the Board members will be as defined by applicable legislation and as a minimum each independent committee member will have no direct or indirect relationship with the Company which, in the view of the board of directors, could reasonably interfere with the exercise of a member s independent judgment.


All members of the committee will be financially literate as defined by applicable legislation. If, upon appointment, a member of the committee is not financially literate as required, the person will be provided a three month period in which to achieve the required level of literacy.


Authority


The committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the committee will set the compensation for such advisors.


The committee has the authority to communicate directly with and to meet with the external auditors and the internal auditor, without management involvement. This extends to requiring the external auditor to report directly to the committee.


Reporting


The reporting obligations of the committee will include:


1.

reporting to the board of directors on the proceedings of each committee meeting and on the committee s recommendations at the next regularly scheduled directors meeting; and


2.

reviewing, and reporting to the board of directors on its concurrence with, the disclosure required by Form 52-110F2 in any management information circular prepared by the Company.




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[NOTICEOFCHANGEOFFISCALYEA001.JPG]


1103 - 750 West Pender Street

Vancouver, BC

V6C 2T8


May 19, 2011


To:

British Columbia Securities Commission

Alberta Securities Commission

TSX Venture Exchange


RE: Tarsis Resources Ltd. (“Tarsis” or the “Company”) – Notification of Transaction


Dear Sir / Madam:


Pursuant to National Instrument NI 51-102 Continuous Disclosure Requirement, Section 4.8 Change of Year-End:


1.

The reporting issuer, Tarsis, has decided to change its year-end.


2.

Tarsis’ old financial year-end is October 31.


3.

Tarsis’ new financial year-end is September 30.


4.

The reason for the change is for Tarsis’ year end to be coterminous with its wholly owned subsidiary in Mexico, Minera Tarsis, S.A. de C.V. which has a December 31 year-end. In addition, the change in Tarsis’ year-end will expedite Tarsis reporting the equity interest that Almaden Minerals Inc. (“Almaden”) has in the Company as Almaden also has a December 31 year­end.


5.

With respect to the comparative periods and the statements required during the transition and the first year after the transition, the Company will file:


Unaudited Interim Financial Statements as at June 30, 2011

 

 

Comparatives

Balance Sheet

June 30, 2011

October 31, 2010

Income Statement, Retained Earnings Statement, Cash Flow Statement

8 months ended June 30, 2011

9 months ended July 31, 2010

Filing Deadline

August 29, 2011


Audited Financial Statements as at September 30, 2011

 

 

Comparatives

Balance Sheet

September 30, 2011

October 31, 2010

Income Statement, Retained Earnings Statement, Cash Flow Statement

11 months ended September 30, 2011

12 months ended October 31, 2010

Filing Deadline

January 28, 2012


Unaudited Interim Financial Statements as at December 31, 2011

(will be the first set of financial statements in International Financial Reporting Standards “IFRS”)

 

 

Comparatives

Balance Sheet

December 31, 2011

September 30, 2011

Income Statement, Retained Earnings Statement, Cash Flow Statement

3 months ended December 31, 2011

3 months ended January 31, 2011

Filing Deadline

February 29, 2012

(there is a 30-day extension to March 30, 2012 for the Company’s first set of IFRS statements)


Unaudited Interim Financial Statements as at March 31, 2012

 

 

Comparatives

Balance Sheet

March 31, 2012

September 30, 2011

Income Statement, Retained Earnings Statement, Cash Flow Statement

6 months ended March 31, 2012

6 months ended April 30, 2011

Filing Deadline

May 30, 2012


Unaudited Financial Statements as at June 30, 2012

 

 

Comparatives

Balance Sheet

June 30, 2012

September 30, 2011

Income Statement, Retained Earnings Statement, Cash Flow Statement

9 months ended June 30, 2012

8 months ended June 30, 2011

Filing Deadline

August 29, 2012


Audited Financial Statements as at September 30, 2012

 

 

Comparatives

Balance Sheet

September 30, 2012

September 30, 2011

Income Statement, Retained Earnings Statement, Cash Flow Statement

12 months ended September 30, 2012

11 months ended September 30, 2011

Filing Deadline

January 28, 2013


Sincerely yours,


TARSIS RESOURCES LTD.



“Mark T. Brown”



Mark T. Brown, C.A.

CFO