HAMMER
HANDLE ENTERPRISES INC.
|
|||||
(Exact
name of registrant as specified in its charter)
|
|||||
Nevada
|
1040
|
||||
State
or jurisdiction of
inception
or organization
|
(Primary
Standard Industrial Classification Code
Number)
|
1212
Haida Avenue, Saskatoon, Saskatchewan, Canada S7M 3W7 Telephone:
505.446.4032
|
(Address
and telephone number of registrant's principal executive
offices)
|
Inc.
Plan of Nevada, 613 Saddle River Court, Henderson, Nevada 89011 Telephone:
800-462-4633
|
(Name,
address and telephone number of agent for
service)
|
Title
of each class
of
securities to be
registered
|
Amount
to be
registered
|
Proposed
maximum
offering
price
per
share
|
Proposed
maximum
aggregate
offering
price
(US$)
|
Amount
of
registration
fee(2)
|
Common
Stock to be offered for resale by selling shareholders
|
470,000(1)
|
$0.10(2)
|
$47,000(2)
|
$1.44
|
Total
|
$47,000
|
$1.44
|
(1) | An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act. |
(2) |
Estimated
in accordance with Rule 457(g) solely for the purpose of computing
the
amount of the registration fee based on a bona fide estimate of the
maximum offering price.
|
PAGE
NUMBER
|
|
From
June
29, 2007
(date
of inception) to
November
30, 2007
|
||
Revenue
|
$
|
0
|
Net
Loss for the Period
|
$
|
14,393
|
|
As
at
November
30, 2007
|
|
Cash
|
$
|
60,607
|
Total
Assets
|
$
|
60,607
|
Liabilities
|
$
|
4,000
|
Total
Stockholders’ Equity
|
$
|
56,607
|
1. |
We
would not be able to pay our debts as they become due in the usual
course
of business, or;
|
2. |
Our
total assets would be less than the sum of our total liabilities
plus the
amount that would be needed to satisfy the rights of shareholders
who have
preferential rights superior to those receiving the
distribution.
|
Name
and Address of Selling
Shareholder
and Position, Office or Material
Relationship
with Hammer Handle Enterprises
|
Common
Shares
owned by the Selling Shareholder
(1)
|
Total
Shares to be Registered Pursuant to this Offering
|
Number
of Shares Owned
by
Selling Shareholder After
Offering
and Percent of Total
Issued
and Outstanding
(2)
|
|
#
of
Shares
(3)
|
%
of
Class
(3)
|
|||
Justin
Dolan
211
Stechishin Cres.
Saskatoon,
Saskatechewan
Canada
S7K 5P6
|
3,000
|
3,000
|
0
|
0
|
Janice
Price
3519
Apple Grove
Regina,
Saskatchewan
Canada
S4V 2R4
|
75,000
|
75,000
|
0
|
0
|
Daniel
Price
3519
Apple Grove
Regina,
Saskatchewan
Canada
S4V 2R4
|
30,000
|
30,000
|
0
|
0
|
Kevin
Braid
P.O.
Box 1344
Warman,
Saskatchewan
Canada
S0K 4S0
|
3,000
|
3,000
|
0
|
0
|
Keefe
Pendleton
111
Hull Cres.
Saskatoon,
Saskatchewan
Canada
S7M 4H3
|
3,000
|
3,000
|
0
|
0
|
Chance
Pendleton
111
Hull Cres.
Saskatoon,
Saskatchewan
Canada
S7M 4H3
|
50,000
|
50,000
|
0
|
0
|
Jeff
Goddard
317
Hugo Ave., Saskatoon, Saskatchewan
Canada
S7N 1J7
|
3,000
|
3,000
|
0
|
0
|
Chris
Costley
P.O.
Box 363
Mossbank,
Saskatchewan
Canada
SOH 3G0
|
3,000
|
3,000
|
0
|
0
|
Steven
Nelson
P.O.
Box 401
Hepburn,
Saskatchewan
Canada
SOK 1Z0
|
3,000
|
3,000
|
0
|
0
|
Sarah
Nelson
P.O.
Box 401
Hepburn,
Saskatchewan
Canada
SOK 1Z0
|
3,000
|
3,000
|
0
|
0
|
John
J. Nelson
P.O.
Box 100
Wiseton,
Saskatchewan
Canada
S0L 3M0
|
3,000
|
3,000
|
0
|
0
|
Tyler
Eaglesham
202
Clarence Ave. South
Saskatoon,
Saskatchewan
Canada
S7N 1H3
|
3,000
|
3,000
|
0
|
0
|
Edward
Quan
2808
Maceachern Ave.
Saskatoon,
Saskatchewan
Canada
S7J 1B5
|
3,000
|
3,000
|
0
|
0
|
Jordan
Charles Hall
622
7
th
Street East,
Saskatoon,
Saskatchewan
Canada
S7H 0X9
|
3,000
|
3,000
|
0
|
0
|
Avery
Pendleton
111
Hull Cres.
Saskatoon,
Saskatchewan
Canada
S7M 4H3
|
2,500
|
2,500
|
0
|
0
|
Darren
Ritter
364
Russell Rd.
Saskatoon,
Saskatchewan
Canada
S7K 6P2
|
2,500
|
2,500
|
0
|
0
|
Warren
Marcoux
1804
Belfast Ave.
Saskatoon,
Saskatchewan
Canada
S7M 0L8
|
50,000
|
50,000
|
0
|
0
|
Adam
Price
3519
Apple Grove
Regina,
Saskatchewan
Canada
S4V 2R4
|
25,000
|
25,000
|
0
|
0
|
Chris
Wiens
90
Assiniboine Dr.
Saskatoon,
Saskatchewan
Canada
S7K 1H7
|
10,000
|
10,000
|
0
|
0
|
Jennifer
Young
90
Assiniboine Dr.
Saskatoon,
Saskatchewan
Canada
S7K 1H7
|
25,000
|
25,000
|
0
|
0
|
Cheryl
Young
#902-902
Spadina Cres.,
Saskatoon,
Saskatchewan
Canada
S7K 0G8
|
75,000
|
75,000
|
0
|
0
|
Andrea
Young
#7-905
4
th
Ave. North,
Saskatoon,
Saskatchewan
Canada
S7K 2N5
|
10,000
|
10,000
|
0
|
0
|
Michael
Young
902-902
Spadina,
Saskatoon,
Saskatchewan
Canada
S7K 0G8
|
10,000
|
10,000
|
0
|
0
|
Cameron
Ewen
1127
15
th
St. East
Saskatoon
Saskatchewan
Canada
S7N 0P5
|
3,000
|
3,000
|
0
|
0
|
Joanna
Korchinski
61
Cambirdge Cr.
Saskatoon,
Saskatchewan
Canada
S7H 3P9
|
15,000
|
15,000
|
0
|
0
|
Justin
Wionzek
319
26
th
St. West
Saskatoon,
Saskatchewan
Canada
S7L 0H8
|
2,500
|
2,500
|
0
|
0
|
Shawn
Burnett
914
Ave. L North
Saskatoon,
Saskatchewan
Canada
S7L 2R6
|
7,500
|
7,500
|
0
|
0
|
Thad
Pulfer
1309
12
th
St. East
Saskatoon,
Saskatchewan
Canada
S7H 0E5
|
3,000
|
3,000
|
0
|
0
|
Chris
Mryglod
446
Douglas Cres.
Saskatoon,
Saskatchewan
Canada
S7L 4T5
|
3,000
|
3,000
|
0
|
0
|
Dale
Johnson
446
Douglas Cres.
Saskatoon
Saskatchewan
Canada
S7L 4T5
|
3,000
|
3,000
|
0
|
0
|
Wesley
Nystrom
905
2
nd
St. East
Saskatoon
Saskatchewan
Canada
S7H 1P9
|
3,000
|
3,000
|
0
|
0
|
David
Bennett
1006
Ave. K. South
Saskatoon,
Saskatchewan
Canada
S7M 2G3
|
3,000
|
3,000
|
0
|
0
|
David
Buehler
P.O.
Box 1071
Humboldt,
Saskatchewan
Canada
S0K 2A0
|
3,000
|
3,000
|
0
|
0
|
Lynda
Howell
307
Costigan Cres.
Saskatoon,
Saskatchewan
Canada
S7J 3P2
|
5,000
|
5,000
|
0
|
0
|
Robert
Howell
307
Costigan Cres.
Saskatoon,
Saskatchewan
Canada
S7J 3P2
|
5,000
|
5,000
|
0
|
0
|
Peter
Wright
55
Selkirk Cres
Saskatoon,
Saskatchewan
Canada
S7L 4J4
|
3,000
|
3,000
|
0
|
0
|
Heather
Wright
55
Selkirk Cres
Saskatoon,
Saskatchewan
Canada
S7L 4J4
|
3,000
|
3,000
|
0
|
0
|
Chris
Hobman
709
King Street
Saskatoon,
Saskatchewan
Canada
S7K 0N6
|
2,500
|
2,500
|
0
|
0
|
Xavier
Ludac
145-1128
Mc Kercher Dr.
Saskatoon,
Saskatchewan
Canada
S7H 5B8
|
7,500
|
7,500
|
0
|
0
|
(1) | Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, would be counted as outstanding for computing the percentage of the person holding such options or warrants but not counted as outstanding for computing the percentage of any other person. |
(2) | Based on 1,670,000 shares outstanding as of November 30, 2007. |
(3) | To arrive at these estimates, we have assumed that the selling shareholders will sell all of the shares to be registered pursuant to this offering. |
§ |
block
trades in which the broker or dealer so engaged will attempt to sell
the
shares of common stock as agent but may position and resell a portion
of
the block as principal to facilitate the
transaction;
|
§ |
purchases
by a broker or dealer as principal and resale by the broker or dealer
for
its account pursuant to this
prospectus;
|
§ |
an
exchange distribution in accordance with the rules of the
exchange;
|
§ |
ordinary
brokerage transactions and transactions in which the broker solicits
purchasers;
|
§ |
privately
negotiated transactions;
|
§ |
a
combination of any aforementioned methods of sale;
and
|
§ |
any
other method permitted pursuant to applicable
law.
|
1. |
adequate
current public information with respect to the issuer must be
available;
|
2. |
restricted
securities must meet a one year holding period, measured from the
date of
acquisition of the securities from the issuer or from an affiliate
of the
issuer;
|
3. |
sales
of restricted or other securities sold for the account of an affiliate,
and sales of restricted securities by a non-affiliate, during any
three
month period, cannot exceed the greater of (a) 1% of the securities
of the
class outstanding as shown by the most recent statement of the issuer;
or
(b) the average weekly trading volume reported on all exchanges and
through an automated inter-dealer quotation system for the four weeks
preceding the filing of the Notice in Form 144;
|
4. |
the
securities must be sold in ordinary "brokers' transactions" within
the
meaning of section 4(4) of the Securities Act or in transactions
directly
with a market maker, without solicitation by the selling security
holders,
and without the payment of any extraordinary commissions or fees;
|
5. |
if
the amount of securities to be sold pursuant to Rule 144 during any
three
month period exceeds 500 shares/units or has an aggregate sale price
in
excess of $10,000, the selling security holder must file a notice
in Form
144 with the Commission.
|
Name
|
Position
Held with the
Company
|
Age
|
Date
First Elected
or
Appointed
|
David
Price
|
President,
Secretary, Treasurer and Director
|
49
|
President,
Secretary, Treasurer and a Director since June 29, 2007 (date of
incorporation of the Company)
|
(1) | Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, would be counted as outstanding for computing the percentage of the person holding such options or warrants but not counted as outstanding for computing the percentage of any other person. |
(2) | Based on 1,670,000 shares outstanding as of November 30, 2007. |
§ |
a
willful failure to deal fairly with the corporation or its shareholders
in
connection with a matter in which the director has a material conflict
of
interest;
|
§ |
a
violation of criminal law unless the director had reasonable cause
to
believe that his or her conduct was lawful or no reasonable cause
to
believe that his or her conduct was
unlawful;
|
§ |
a
transaction from which the director derived an improper personal
profit;
and
|
§ |
willful
misconduct.
|
Claim
details
|
|||
Claim
Name
|
Tenure
Number
|
Exploration
Work or Payment in Lieu Dates
(1)
|
Area
(ha)
|
|
|
|
|
Cayenne
|
529410
|
03/04/2008
|
62.8238
|
Cayenne
2
|
553574
|
03/05/2008
|
62.8186
|
Cayenne
3
|
553575
|
03/05/2008
|
104.7132
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
Property
Inspection
|
QP
Consultant
|
3
days
|
C$650/day
|
C$
1,950
|
Technical
Report
|
QP
Consultant
|
9
days
|
Assays/Writing
|
C$
5,850
|
Total
with Contingency
|
Including
work from this report
|
C$
8,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
Research
|
Consultant
|
2
days
|
C$500/day
|
C$
1,000
|
GIS
Database
|
Consultant
|
4
days
|
C$500/day
|
C$
2,000
|
Total
with Contingency
|
Including
work from this report
|
C$
3,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
|
Base
Map Preparation
|
Consultant
|
1
day
|
C$1,000
|
C$
|
1,000
|
Prospect/Sampling
|
2
Prospectors
|
28
man days
|
C$300/man
day
|
C$
|
8,400
|
Geological
Control
|
Geologist
|
5
days
|
C$650/man
day
|
C$
|
3,250
|
Expenses
|
Truck,
hotel, food
|
30
days
|
C$180/day
|
C$
|
5,400
|
Supplies
|
Sampling
Gear
|
|
C$1,000
|
C$
|
1,000
|
Analyses
|
Rock
/ Soil
|
200
samples
|
C$25/sample
|
C$
|
5,000
|
Compilation
|
Consultant
|
2
days
|
C$650/day
|
C$
|
1,300
|
Total
with Contingency
|
|
|
C$
|
28,000
|
Work
|
Notes
|
Number |
Cost
|
Work
Cost
|
|
Prospecting | 2 Prospectors | 38 man days |
C$300/man
day
|
C$
|
11,400
|
Geology Control | 1Geologist | 6 days | C$650/day |
C$
|
3,900
|
Expenses | Truck, hotel, food | 40 man days |
C$180/day
|
C$
|
7,200
|
Analyses
|
Soils,
Rocks
|
250 samples |
C$25/sample
|
C$
|
6,250
|
Supplies | Sampling Gear |
C$2,000
|
C$
|
2,000
|
|
Compilation
|
Consultant
|
2
days
|
C$650/day
|
C$
|
1,300
|
Total
with Contingency
|
C$
|
35,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
|
Notice
of Work
|
Consultant
|
1day
|
C$700/day
|
C$
|
700
|
Bond
to MEMPR
|
Reclamation
|
1
|
C$2,000
|
C$
|
2,000
|
I.P.
/ VLF-EM
|
Consultant
|
10
days
|
C$1,750/linekm
|
C$
|
28,000
|
Consultant
Support
|
Prospector
|
10
days
|
C$300/day
|
C$
|
3,000
|
Total
with
Contingency
|
C$
|
35,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
|
Technical
Report
|
Geologist
|
25
days
|
C$600/day
|
C$
|
15,000
|
Totals
|
C$
|
15,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
||||
Prospecting
|
2
Prospectors
|
64
man days
|
C$300/man
day
|
C$
|
19,200
|
|||
Geology
Control
|
1
Geologist
|
10
days
|
C$650/day
|
C$
|
6,500
|
|||
Expenses
|
Truck,
hotel, food
|
70
man days
|
C$180/day
|
C$
|
12,600
|
|||
Analyses
|
Soils,
Rocks
|
350
samples
|
C$25/sample
|
C$
|
8,750
|
|||
Supplies
|
Sampling
Gear
|
C$2,000
|
C$
|
2,000
|
||||
Compilation
|
Consultant
|
2
days
|
C$650/day
|
C$
|
1,300
|
|||
Notice
of Work
Update
|
Consultant
|
1
day
|
C$700/day
|
C$
|
700
|
|||
Bond
to MEMPR
|
Reclamation
|
1
|
C$1,000
|
C$
|
1,000
|
|||
I.P.
/ VLF-EM
|
Consultant
|
10
days
|
C$1,750/linekm
|
C$
|
38,000
|
|||
Consultant
Support
|
Prospector
|
10
days
|
C$300/day
|
C$
|
3,000
|
|||
Total
with
Contingency
|
C$
|
100,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
|
Notice
of Work
|
Consultant
|
2
days
|
C$700/day
|
C$
|
1,400
|
Bond
to MEMPR
|
Reclamation
|
Trench/Drill
|
C$
|
10,000
|
|
Road
Construction
|
Estimate
|
5
kilometers
|
C$
|
100,000
|
|
Trenching
|
Contractor
|
10
days
|
C$1,000/day
|
C$
|
10,000
|
Diamond
Drilling
|
Contractor
|
1500
meters
|
C$100/metre
|
C$
|
150,000
|
Geology,
Log Core
|
Geologist
|
30
days
|
C$700/day
|
C$
|
21,000
|
Core
Splitter
|
Labor
|
30
days
|
C$250/day
|
C$
|
7,500
|
Expenses
|
Truck/hotel/food
|
30
days
|
C$250/day
|
C$
|
7,500
|
Analyses
|
Rocks,
Core
|
300
samples
|
C$25/sample
|
C$
|
7,500
|
Compilation
|
Geologist
|
6
days
|
C$700/day
|
C$
|
4,200
|
Total
with
Contingency
|
C$
|
350,000
|
Work | Notes | Number | Cost | Work Cost | |
Technical
Report
|
Geologist |
28
days
|
C$700/day
|
C$ | 19,600 |
Totals |
C$
|
19,600 |
§ |
Any
of our directors or officers;
|
§ |
Any
person proposed as a nominee for election as a director;
|
§ |
Any
person who beneficially owns, directly or indirectly, shares carrying
more
than 10% of the voting rights attached to our outstanding shares
of common
stock;
|
§ |
Any
of our promoters;
|
§ |
Any
relative or spouse of any of the foregoing persons who has the same
house
address as such person.
|
SUMMARY
COMPENSATION TABLE
|
|||||||||
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
David
Price
President,
Secretary, Treasurer
and
Director(1)
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
David
Price
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
ASSETS
|
||
Current
assets
|
||
Cash
|
$
|
60,607
|
Total
assets
|
$
|
60,607
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||
LIABILITIES
|
||
Current
liabilities
|
||
Accounts
payable and accrued liabilities
|
$
|
4,000
|
STOCKHOLDERS’
EQUITY:
|
||
Common
stock, $.001 par value, 50,000,000 shares
authorized,
2,870,000 shares issued and outstanding
|
2,870
|
|
Additional
paid in capital
|
68,130
|
|
Deficit
accumulated during the exploration stage
|
(14,393)
|
|
Total
stockholders’ equity
|
56,607
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
60,607
|
General
and administrative expenses:
|
||
Foreign
exchange loss
|
$
|
692
|
Exploration
costs
|
8,500
|
|
Professional
fees
|
4,000
|
|
Other
|
1,201
|
|
Total
general and administrative expenses
|
14,393
|
|
Net
loss
|
$
|
(14,393)
|
Net
loss per share:
|
||
Basic
and diluted
|
$
|
(0.01)
|
Weighted
average shares outstanding:
|
||
Basic
and diluted
|
1,292,840
|
Common
Stock
Shares
Amount
|
Additional
paid-in
capital
|
Deficit
accumulated
during
the
exploration
stage
|
Total
|
||||||||||
Issuance
of common stock
for
cash to founder
|
2,400,000
|
$
|
2,400
|
$
|
21,600
|
$
|
-
|
$
|
24,000
|
||||
Issuance
of common stock
for
cash at $.10 per share
|
470,000
|
470
|
46,530
|
-
|
47,000
|
||||||||
Net
loss for the period
|
-
|
-
|
-
|
(14,393)
|
|
(14,393)
|
|||||||
Balance,
November 30, 2007
|
2,870,000
|
$
|
2,870
|
$
|
68,130
|
$
|
(14,393)
|
|
$
|
56,607
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||
Net
loss
|
$
|
(14,393)
|
Change
in non-cash working capital items
Increase
in accounts payable and accrued liabilities
|
4,000
|
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(10,393)
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||
Proceeds
from sale of common stock
|
71,000
|
|
NET
INCREASE IN CASH
|
60,607
|
|
Cash,
beginning of period
|
-
|
|
Cash,
end of period
|
$
|
60,607
|
SUPPLEMENTAL
CASH FLOW
INFORMATION
|
||
Interest
paid
|
$
|
-
|
Income
taxes paid
|
$
|
-
|
November
30,
2007
|
||
Refundable
Federal income tax attributable to:
|
||
Current
Operations
|
$
|
4,894
|
Less:
valuation allowance
|
(4,894)
|
|
Net
provision for Federal income taxes
|
$
|
-
|
November
30,
2007
|
||
Deferred
tax asset attributable to:
|
||
Net
operating loss carryover
|
$
|
3,506
|
Less:
valuation allowance
|
(3,506)
|
|
Net
deferred tax asset
|
$
|
-
|
SEC
registration fees
|
$
|
2
(1)
|
Printing
and engraving expenses
|
$
|
2,000
(1)
|
Accounting
fees and expenses
|
$
|
15,000
(1)
|
Legal
fees and expenses
|
$
|
10,000
(1)
|
Transfer
agent and registrar fees
|
$
|
2,000
(1)
|
Fees
and expenses for qualification under state securities laws
|
$
|
0
(1)
|
Miscellaneous
|
$
|
1,000
(1)
|
Total
|
$
|
30,005
(1)
|
1. |
file,
during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include:
|
a. |
any
Prospectus required by Section 10(a)(3) of the Securities Act;
|
b. |
reflect
in the Prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of Prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the aggregate offering price
set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
|
c. |
any
additional or changed material information with respect to the plan
of
distribution not previously disclosed in the registration statement.
|
2. |
for
the purpose of determining any liability under the Securities Act,
each of
the post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of
the securities at that time shall be deemed to be the initial bona
fide
offering thereof; and
|
3. |
remove
from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the
offering.
|
By: | /s/ David Price |
David Price, President, Secretary, Treasurer
and
Director
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
|
|
Dated:
January 8,
2007
|
By: | /s/ David Price |
David Price, President, Secretary, Treasurer
and
Director
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
|
|
Dated:
January 8,
2007
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
||||||||||||||
1.
|
Name
of Corporation:
|
HAMMER
HANDLE ENTERPRISES, INC.
|
||||||||||||
2.
|
Resident
Agent
Name
and Street Address:
(must
be a Nevada address where process may be served)
|
Inc.
Plan of Nevada
|
||||||||||||
Name
|
||||||||||||||
613
Saddle Rider Court
|
Henderson
|
NV
|
89011
|
|||||||||||
Street
Address
|
City
|
ST
|
Zip
Code
|
|||||||||||
Optional
Mailing Address
|
City
|
ST
|
Zip
Code
|
|||||||||||
3.
|
Shares:
(number
of shares corporation authorized to issue)
|
Number
of shares
with
par value:
|
50,000,000
|
Par
value: $
|
.001
|
Number
of shares without par value:
|
||||||||
4.
|
Names
&
Addresses
of
Board of
Directors/Trustees:
(attach
additional page if there is more than 3
directors/trustees)
|
1.
David
Price
|
|
|||||||||||
Name
|
|
|||||||||||||
1212
Haida Avenue
|
Saskatoon
|
SK
CANADA
|
S7M
3W7
|
|||||||||||
Street
Address
|
City
|
ST
|
Zip
Code
|
|||||||||||
2.
|
||||||||||||||
Name
|
||||||||||||||
Street
Address
|
City
|
ST
|
Zip
Code
|
|||||||||||
3.
|
||||||||||||||
Name
|
|
|||||||||||||
Street
Address
|
City
|
ST
|
Zip
Code
|
|||||||||||
5.
|
Purpose:
(optional-see
instructions)
|
The
purpose of this Corporation shall be:
|
||||||||||||
6.
|
Name,
Address and Signature of Incorporator.
(attach
additional page if there is more than 1
incorporator)
|
CAROLYN
QUIGLEY
|
/s/
CAROLYN QUIGLEY
|
|||||||||||
Name
|
Signature
|
|||||||||||||
26C
Trolley Square
|
Wilmington
|
DE
|
19806
|
|||||||||||
Street
Address
|
City
|
ST
|
Zip
Code
|
|||||||||||
7.
|
Certificate
of
Acceptance
of
Appointment
of
Resident
Agent:
|
I
hereby accept appointment as Resident Agent for the above named
corporation.
|
||||||||||||
/s/
CAROLYN QUIGLEY
|
June
27, 2007
|
|||||||||||||
Authorized
Signature of R.A. or On Behalf of R.A. Company
|
Date
|
ཉ
|
a
willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the
director has a material conflict of
interest;
|
ཉ
|
a
violation of criminal law unless the director had
reasonable cause to believe that his or her conduct was
lawful or no reasonable cause to believe that his or her
conduct was unlawful;
|
ཉ
|
a
transaction from which the director derived an improper personal
profit; and
|
ཉ
|
willful
misconduct.
|
i) |
information
available at the time of
preparation;
|
ii) |
data
supplied by outside sources;
|
iii) |
the
assumptions, conditions, and qualifications set forth in this report.
|
i) |
the
filing of a prospectus with the United States Security and Exchange
Commission and subsequent regulatory filings;
and
|
ii) |
an
application with FINRA to list on the OTC:BB
exchange.
|
EXECUTIVE
SUMMARY
|
iv
|
1.0
INTRODUCTION
AND TERMS OF REFERENCE
|
1
|
1.1
TERMS
OF REFERENCE
|
1
|
1.2
USAGE
OF TECHNICAL REPORT
|
1
|
1.3
PROPERTY
INSPECTION SCOPE
|
2
|
1.4
SOURCES
OF INFORMATION
|
2
|
1.5
UNITS
AND CURRENCY
|
2
|
2.0
DISCLAIMER
|
3
|
2.1
RELIANCE
ON OTHER EXPERTS
|
3
|
3.0
PROPERTY
DESCRIPTION AND LAND TENURE
|
4
|
3.1
DESCRIPTION
|
4
|
3.2
TENURE
|
4
|
3.3
AGREEMENTS AND PERMITS
|
9
|
3.4
PERMITTING
AND ENVIRONMENTAL LIBILITY
|
9
|
4.0
LOCATION,
ACCESSIBILITY, INFRASTRUCTURE AND PHYSIOGRAPHY
|
11
|
4.1
LOCATION
AND ACCESS
|
11
|
4.2
CLIMATE
|
11
|
4.3
PHYSIOGRAPHY
|
12
|
4.4
INFRASTRUCTURE
|
12
|
5.0
HISTORY AND PREVIOUS EXPLORATION
|
13
|
5.1
REGIONAL
EXPLORATION HISTORY
|
13
|
5.2
FRANKLIN
CAMP PRODUCTION RECORDS
|
17
|
5.3
PROPERTY
EXPLORATION HISTORY
|
19
|
6.0
GEOLOGICAL
SETTING
|
26
|
6.1
REGIONAL
GEOLOGY
|
26
|
6.2
PROPERTY
GEOLOGY
|
30
|
7.0 DEPOSIT
TYPE AND MODEL
|
35
|
7.1
INTRODUCTION
|
35
|
7.2
PINTO
PROPERTY MODEL SUMMARY
|
35
|
8.0
MINERALIZATION
|
36
|
8.1
INTRODUCTION
|
36
|
8.2
PINTO
AREA MINERAL DEPOSIT OCCURENCES
|
36
|
8.3
PINTO
PROPERTY MINERALIZATION
|
38
|
9.0
CURRENT
EXPLORATION
|
39
|
9.
1
EXPLORATION
PROGRAM
|
39
|
10.0
DRILLING
|
39
|
10.1
INTRODUCTION
|
39
|
|
|
11.0
SAMPLING
METHOD AND APPROACH
|
39
|
|
|
12.0
SAMPLE
PREPARATION, ANALYSES AND SECURITY
|
39
|
12.1
PREVIOUS CHECK ASSAY PROCEDURES AND CHECK SAMPLE PROGRAMS
|
40
|
|
|
13.0
DATA
VERIFICATION
|
40
|
|
|
14.0
ADJACENT
PROPERTIES
|
41
|
14.1
INTRODUCTION
|
41
|
|
|
15.0
MINERAL
PROCESSING AND METALLURGICAL TESTING
|
44
|
|
|
16.0
MINERAL
RESOURCE AND RESERVE ESTIMATES
|
44
|
|
|
17.0
OTHER RELEVANT DATA
|
44
|
17.1
DATABASE
|
44
|
17.2
ASSAY
DATA VERIFICATION
|
44
|
17.3
CHECK
ASSAYS
|
44
|
|
|
18.0
INTERPRETATIONS
AND CONCLUSIONS
|
45
|
|
|
19.0
RECOMMENDATIONS
|
47
|
|
|
20.0
REFERENCES
|
53
|
|
|
21.0
CERTIFICATE
OF AUTHOR, DATE, AND SIGNATURE PAGE
|
53
|
LIST
OF FIGURES
|
||
Figure
3-1:
PINTO
PROJECT, BRITISH COLUMBIA LOCATION
MAP
|
5
|
|
Figure
3-2:
PINTO
PROJECT, BOUNDARY DISTRICT LOCATION
MAP
|
6
|
|
Figure
3-3:
PINTO
PROJECT, PROPERTY LOCATION AND ACCESSS
MAP
|
7
|
|
Figure
3-4:
PINTO
PROJECT, TENURE AND ACCESS MAP
|
8
|
|
Figure
5-1:
PINTO
PROJECT, AREA MINFILE LOCATIONS
|
18
|
|
Figure
5-2: PINTO PROJECT, HISTORIC
SILT AND SOIL AU GEOCHEMISTRY
|
22
|
|
Figure
5-3: PINTO PROJECT
,
SILT, SOIL AND ROCK SAMPLE
LOCATIONS
|
23
|
|
Figure
5-4: PINTO PROJECT
,
SILT SOIL AND ROCK AU
GEOCHEMISTRY
|
24
|
|
Figure
5-5: PINTO PROJECT
,
OLD WORKINGS AU GEOCHEMISTRY
|
25
|
|
Figure
6-1:
PINTO
PROJECT, REGIONAL GEOLOGY MAP
|
28
|
|
Figure
6-2:
IDEALIZED
STRATIGRPAHIC SECTION, FRANKLIN
GROUP
|
29
|
|
Figure
6-3: FRANKLIN CAMP G
EOLOGY
MAP
|
32
|
|
Figure
6-4: PINTO PROPERTY GE
OLOGY
MAP - B.C.G.S. DATA
|
33
|
|
Figure
6-5: PINTO PROPERTY
GEOLOGY MAP – KEATING, 1983
|
34
|
LIST
OF TABLES
|
|
Table
3-1: PINTO PROPERTY MINERAL TITLES INFROMATION
|
4
|
TABLE
5-1: LIST OF RELEVANT PROXIMAL MINERAL PROPERTIES
|
16
|
TABLE
14-1: BC MINFILE FRANKLIN CAMP PAST PRODUCERS
|
41
|
TABLE
14-2: BC MINERAL TITLES PROXIMAL TO PINTO PROJECT
|
41
|
TABLE
19-1: PROPERTY INSPECTION AND TECHNICAL REPORT – PHASE
I
|
50
|
TABLE
19-2: PROPERTY AND AREA DATA GIS COMPILATION – PHASE
II
|
50
|
TABLE
19-3: PINTO PROPERTY EXPLORATION – PHASE IIIA
|
51
|
TABLE
19-4: PINTO GRID GEOCHEMISTRY – PHASE IIIB
|
51
|
TABLE
19-5: PINTO GRID GEOPHYSICS – PHASE IIIC
|
51
|
TABLE
19-6: TECHNICAL REPORT GENERATION – PHASE IIID
|
51
|
TABLE
19-7: PINOT GRID GEOCHEMISTRY/GEOPHYSICS – PHASE
IVA
|
52
|
TABLE
19-8: TRENCHING AND DIAMOND DRILLING – PHASE IVB
|
52
|
TABLE
19-9: TECHNICAL REPORT – PHASE IVC
|
52
|
Property
|
BC
MINFILE #
|
Commodities
|
McKinley*
|
082ENE001
|
Cu
Ag Pb Zn Au
|
Banner
|
082ENE002
|
Au
Ag Pb Zn Cu
|
Union*
|
082ENE003
|
Ag
Au Zn Pb Cu Pt Pl
|
Little
|
082ENE004
|
Pb
Zn
|
Gloucester
|
082ENE005
|
Au
Ag Cu Mo Zn Pb Pt
|
G.H.
|
082ENE006
|
Cu
|
Averill
|
082ENE007
|
Cu
Ag Pt Pl
|
Buffalo
|
082ENE008
|
Cu
Pt Pl
|
Maple
Leaf*
|
082ENE009
|
Au
Ag Cu Pt Pl
|
Royal
Tinto
|
082ENE010
|
Fe
|
Bullion
|
082ENE013
|
Ag
Au Cu Pb Zn
|
ALCO
|
082ENE014
|
Cu
Mo Au
|
Verde
|
082ENE020
|
Au
Ag Cu Pb Zn
|
Yellow
Jacket
|
082ENE021
|
Cu
Pb Zn
|
IXL
|
082ENE033
|
Cu
Au Pb Zn
|
Jimmy
|
082ENE042
|
Ag
Zn Pb Cu
|
Aldie
|
082ENE050
|
Au
Ag Zn Pb Cu
|
Homestake*
|
082ENE051
|
Au
Ag Pb Zn Cu
|
Alpha
|
082ENE052
|
Au
Ag Cu
|
Golden
|
082ENE053
|
Pt
Cu
|
Blue
Jay
|
082ENE054
|
Cu
Ag
|
Mountain
Lion
|
082ENE055
|
Pt
|
Lucky
Jack
|
082ENE056
|
Cu
Pt Au
|
White
Bear
|
082ENE057
|
Cu
Au Ag
|
Nellie
|
082ENE059
|
Cu
|
Columbia
|
082ENE060
|
Pt
Cu
|
Ottawa
|
082ENE061
|
Pt
Cu
|
Franklin
Camp Limestone
|
082ENE062
|
LMS
|
Deadwood
|
082ENE063
|
Au
Ag Pb Zn Cu
|
Laura
|
082ENE066
|
Ag
Au Pb Zn
|
Beaver
|
082ENE080
|
Cu
Au
|
Lucky
Jack
|
082ESE056
|
Cu
Pt Au
|
Iron
Cap
|
082ESE058
|
Fe
Cu
|
Silver
Queen
|
082ESE108
|
Ag
Cu Pb
|
VAN
|
082ENE136
|
Zn
Cu
|
WSW
|
082ESE177
|
Au
Ag Cu Pb Zn
|
LJ
|
082ESE178
|
Au
Ag Pb Cu Mo
|
ZAP
|
082ESE271
|
Cu
Pb Zn Au Ag
|
Switchback
|
082ESE272
|
Ag
Au
|
Ridge
|
082ESE273
|
Au
|
· |
Gold-silver
(precious metal) epithermal vein deposits (with appreciable base
metal
associations). The hosting quartz veins tend to have irregular boundaries
dip steeply and are predominantly shear zone related. Hostrocks are
commonly intensely silicified. The Union Mine is the local example
of this
style of deposit.
|
· |
Copper
bearing Platinum Group Element (PGEs) mineralization within mafic
alkalic
rocks of the Averill plutonic complex. These deposits have been
alternatively given the name “Black Lead”
deposits
and “Averill plutonic complex copper-PGEs” by previous workers (Drysdale,
1915 and Peatfield, 2001). Hydrothermal overprinting of magmatic
segregations is the current working theory to the development of
these
deposits and is reflected in their simplistic
mineralogy.
|
· |
Contact
metamorphic (Skarn) copper-lead-zinc-silver-gold deposits. Limestone
and
marble lenses within the Anarchist Group in contact with intrusive
bodies
of the Paleozoic rocks afford skarn development. Peatfield (2001)
has
referred to these types of mineralization occurrences as “Poly-metallic
skarn” types.
|
A. |
Union
Mine type:
|
B. |
Averill
plutonic complex copper - PGE type (Drysdale’s “Black Lead”
type):
|
C. |
Poly-metallic
“skarn” types:
|
Grams
Recovered (10,000’s)
|
Kilograms
Recovered (10,000’s)
|
|||||||
NAME
|
Owner
|
Deposit
Type
|
Tonnes
Milled
|
Au
|
Ag
|
Cu
|
Pb
|
Zn
|
Union
|
J.
Wang
|
Au-quartz
vein
|
213,586
|
1,727
|
43,306
|
12.7
|
169
|
299
|
Homestake
|
Speebo
Inc.
|
Cu-Ag
Quartz vein
|
435
|
0.69
|
1.36
|
-
|
.026
|
0.53
|
Maple
Leaf
|
J.
Carson
|
Pb-Zn
skarn
|
36
|
.0062
|
0.62
|
2.735
|
-
|
-
|
NAME
|
Owner
|
Tenure
Number
|
Good
to Date
|
Alco
|
Nedokus/Koochin
|
214122
|
2008/SEP/29
|
AB
1
|
John
Crellin
|
214183
|
2008/NOV/30
|
AB
2
|
John
Crellin
|
214184
|
2008/NOV/30
|
AB
3
|
John
Crellin
|
214185
|
2008/NOV/30
|
AB
4
|
John
Crellin
|
214186
|
2008/NOV/30
|
-
|
John
Crellin
|
214310
|
2008/NOV/30
|
Alco
4
|
Nedokus/Koochin
|
214472
|
2009/MAY/23
|
Alco
6
|
Nedokus/Koochin
|
214474
|
2008/MAY/23
|
-
|
John
Crellin
|
214604
|
2013/NOV/30
|
Alco
9
|
John
Nedokus
|
215057
|
2016/SEP/16
|
Alco
10
|
John
Nedokus
|
215058
|
2016/SEP/15
|
Par
99
|
John
Carson
|
370045
|
2011/NOV/30
|
Dodge
99
|
John
Carson
|
370046
|
2011/NOV/30
|
Doe
2
|
Yankee
Hat Ltd.
|
373066
|
2011/NOV/30
|
Buck#1
|
John
Carson
|
374675
|
2009/APR/20
|
Buck
#2
|
John
Carson
|
374676
|
2011/NOV/30
|
Buck
#3
|
John
Carson
|
374677
|
2011/NOV/30
|
Buck
#4
|
John
Carson
|
374678
|
2011/NOV/30
|
Buck
#5
|
John
Carson
|
374679
|
2011/NOV/30
|
Al#1
|
Yankee
Hat Ltd.
|
375137
|
2011/NOV/30
|
Al#2
|
Yankee
Hat Ltd.
|
375138
|
2011/NOV/30
|
Al#3
|
Yankee
Hat Ltd.
|
375139
|
2011/NOV/30
|
Al#4
|
Yankee
Hat Ltd.
|
375140
|
2011/NOV/30
|
Al#5
|
Yankee
Hat Ltd.
|
375141
|
2011/NOV/30
|
Al#6
|
Yankee
Hat Ltd.
|
375142
|
2011/NOV/30
|
Al#7
|
Yankee
Hat Ltd.
|
375143
|
2011/NOV/30
|
Al#8
|
Yankee
Hat Ltd.
|
375144
|
2011/NOV/30
|
Al#9
|
Yankee
Hat Ltd.
|
375145
|
2011/NOV/30
|
Al#10
|
Yankee
Hat Ltd.
|
375146
|
2011/NOV/30
|
Al#11
|
Yankee
Hat Ltd.
|
375147
|
2011/NOV/30
|
Al#12
|
Yankee
Hat Ltd.
|
375148
|
2011/NOV/30
|
Cat
#1
|
Yankee
Hat Ltd.
|
383039
|
2011/NOV/30
|
Cat
#2
|
Yankee
Hat Ltd.
|
383040
|
2011/NOV/30
|
Cat
#3
|
Yankee
Hat Ltd.
|
383041
|
2011/NOV/30
|
Cat
#4
|
Yankee
Hat Ltd.
|
383042
|
2011/NOV/30
|
Dane
#1-02
|
John
Carson
|
393543
|
2011/NOV/30
|
Dane
#2-02
|
John
Carson
|
393544
|
2011/NOV/30
|
Dane
#3-02
|
John
Carson
|
393545
|
2011/NOV/30
|
Dane
#4-02
|
John
Carson
|
393546
|
2011/NOV/30
|
Dane
#5-02
|
John
Carson
|
393547
|
2011/NOV/30
|
Dane
#6-02
|
John
Carson
|
393548
|
2011/NOV/30
|
Dane
#7-02
|
John
Carson
|
393549
|
2011/NOV/30
|
Dane
#8-02
|
John
Carson
|
393550
|
2011/NOV/30
|
Dane
#9-02
|
John
Carson
|
393551
|
2011/NOV/30
|
Dane
#11-02
|
John
Carson
|
393552
|
2011/NOV/30
|
Dane
#12-02
|
John
Carson
|
393553
|
2011/NOV/30
|
Dane
#10-02
|
John
Carson
|
393554
|
2011/NOV/30
|
-
|
John
Carson
|
511999
|
2010/NOV/30
|
Ax
|
John
Carson
|
512041
|
2010/NOV/30
|
Union
Gold
|
Julia
Wang
|
524623
|
2008/JAN/02
|
Cayenne
|
David
Zamida
|
529410
|
2008/MAR/04
|
GQAP
|
John
Wilkinson
|
534306
|
2008/DEC/31
|
Platinum
Blonde
|
Speebo
Inc.
|
546210
|
2008/JAN/08
|
PB
2
|
Speebo
Inc.
|
546215
|
2008/JAN/08
|
Lets
See
|
Speebo
Inc.
|
546217
|
2008/JAN/08
|
Southern
Union
|
Speebo
Inc.
|
546218
|
2008/JAN/08
|
PB
3
|
Speebo
Inc.
|
546221
|
2008/JAN/08
|
SU
2
|
Speebo
Inc.
|
546223
|
2008/JAN/08
|
-
|
Speebo
Inc.
|
546234
|
2008/JAN/08
|
-
|
Speebo
Inc.
|
546260
|
2008/JAN/08
|
PB
4
|
Speebo
Inc.
|
546262
|
2008/JAN/08
|
Little
Hat
|
Yankee
Hat Ltd.
|
546265
|
2011/NOV/30
|
Burrell
|
Yankee
Hat Ltd.
|
546267
|
2011/NOV/30
|
West
Little
|
Yankee
Hat Ltd.
|
546269
|
2011/NOV/30
|
-
|
Yankee
Hat Ltd.
|
546272
|
2011/NOV/30
|
-
|
Yankee
Hat Ltd.
|
546273
|
2011/NOV/30
|
Alco
JN
|
John
Nedokus
|
548265
|
2008/DEC/29
|
Luxor
|
David
Zamida
|
552012
|
2008/JAN/18
|
PB
LJ
|
Speebo
Inc.
|
552638
|
2008/FEB/24
|
Tripoli
Deposit
|
Darrel
Davis
|
552976
|
2008/FEB/28
|
Luxor
2
|
David
Zamida
|
553573
|
2008/MAR/05
|
Cayenne
2
|
David
Zamida
|
553574
|
2008/MAR/05
|
Cayenne
3
|
David
Zamida
|
553575
|
2008/MAR/05
|
PB
ML
|
Speebo
Inc.
|
553591
|
2008/MAR/05
|
PB
HM
|
Speebo
Inc.
|
553608
|
2008/MAR/05
|
La
Luna
|
Alfrieda
Elden
|
554556
|
2008/MAR/17
|
PB
5
|
Speebo
Inc.
|
559088
|
2008/MAY/24
|
Luxor
2
|
David
Zamida
|
559168
|
2008/MAY/25
|
PB
7
|
Speebo
Inc.
|
560315
|
2008/JUN/08
|
Alco
11
|
John
Nedokus
|
564561
|
2008/AUG/14
|
Alco
12
|
John
Nedokus
|
564564
|
2008/AUG/14
|
Ridge
|
Kelly
Funk
|
569324
|
2008/NOV/04
|
· |
Re-establish
Property geological control (outcrop mapping) by prospecting and
GPS
surveys;
|
· |
Systematic
sampling of all bedrock exposures defined from the
above;
|
· |
Geochemical
soil sampling within (verification) and beyond the limits of historic
work;
|
· |
Airborne
geophysical survey*;
|
· |
Geophysical
assessment (I.P.) of the property following on the geochemical
survey;
|
· |
Trenching
and open cut exploration and sampling (following up on defined Geochemical
and Geophysical anomalies);
|
· |
Definition
of drill targets and testing by Diamond
drilling.
|
· |
Environmental
baseline studies including water sampling and ARD/ABA testing of
mineralization and hostrock;
|
· |
Identification
and preliminary contact with the local First
Nations;
|
· |
Identification
and preliminary contact with the surface rights holders (logging
companies?) toward existing access road use and working
agreements;
|
· |
Identification
and preliminary contact with local conservation groups and
communities.
|
1. |
Phase
I: QP Property Inspection and Technical Report
Generation:
A
two (2) day site visit, should be conducted by a Q.P. Samples should
be
collected and assayed with a view towards confirming historically
reported
assay values. In specific, the open cut, adits, and old workings
should be
visited and sampled. Effort should be made to re-establish any historic
grid locations and/or sample sites. Existing access information and
up to
date Property conditions should also be gained. The Q.P. should then
author a Technical Report based on this inspection and sample
program/assays. A program budget of $8,000 and duration of one (1)
month
(allowing for the site visit, assay turnaround and report generation)
are
required for this phase, which could be done any time between May
and
November. No work permits would be required for this phase of
work.
|
2. |
Phase
II: Systematic and Detailed Franklin Camp Data Compilation and
Digitization
:
A
geologist adept at GIS compilation should be employed to catalogue
and
digitize all available information on the Franklin Camp and Pinto
Project.
This data should be assembled into a single coherent GIS package
which
could be utilized to guide all future work on the Project. In particular
a
detailed geological basemap (including robust lithological catalogues
and
associated structural data) should be produced from this exercise.
In
addition, the geologist should garner a clear understanding of the
identified mineralization within the Franklin Camp and apply that
knowledge to exploration planning on the Pinto Property. A program
budget
of $3,000 and duration of six (6) days are required for this phase,
which
could be done any time. No work permits would be required for this
phase
of work.
|
3. |
Phase
IIIA: Prospecting and Assessment of Pinto
Property:
A
two (2) week reconnaissance prospecting program be undertaken by
two (2)
locally experienced prospectors over the Pinto Property. The existing
1:20,000 scale basemap (and 1:5,000 scale blowups thereof) for the
Pinto
|
Property
should be adequate for this program (The 1:20,000 scale N.T.S.
082E.059
map sheet); alternatively, digital TRIM topography Data is available
in
digital format for purchase for approximately $1,000 and could
be enlarged
for this purpose. The program would focus on bedrock exposure location
(GPS Survey) and systematic sampling as well as a preliminary soil
sampling program in the defined anomalous areas of the project
(all with
subsequent assaying). A program budget of $28,000 and duration
of two (2)
weeks are required for this phase, which could be done any time
between
May and November. No work permits would be required for this phase
of
work.
|
4. |
Phase
IIIB: Grid-based Geochemical Survey:
A
GPS surveyed, flagged exploration grid be established over the Pinto
Property covering an area of approximately 0.8 km
2
(the southeastern portion of the claims). The minimum line spacing
for the
grid should be 100 metres, with a minimum of 10, 900 metre N-S lines
over
the area east of Gloucester Creek and centred on Pinto Creek. A total
of
nine (9) line kilometers (minimum) would be required for this program.
Soil geochemistry (C soil horizon focus) should be sampled on 50
metre
centres; for a total of approximately 200 samples. Three (3) weeks
for two
(2) prospectors would be required to establish and sample the grid.
Geological and structural mapping of the grid by a geologist should
also
be conducted during this program, along with rock grab and representative
chip sampling of any significant mineral occurrences discovered.
A program
budget of $35,000 would be necessary for this phase and could be
conducted
between May and November. Phase IIA prospecting could easily be combined
with this Phase for economies of scale. No work permits would be
required
for this phase of work.
|
5. |
Phase
IIIC: Geophysical Survey:
An
Induced Polarization (I.P.) and coincident VLF/EM survey program
be
conducted over the same grid as described above. The program would
be
designed to assess the near surface (>200 metres depth) mineralization
potential of the property. The program should take an estimated 10
days to
conduct at an approximate cost of $35,000.00. Phase IIA/B Prospecting
and
Geochemical surveying could be combined with this Phase easily. A
Notice
of Work Permit and reclamation bond will be required to be applied
for and
authorized by the B.C. Ministry of Energy, Mines and Petroleum Resources
for this program. The creation and granting of the permit will require
an
approximate one (1) month window before the work in conducted. The
work
could be conducted anytime between May and
November.
|
6. |
Phase
IIID: Technical Report and Assessment Work:
A
N.I. 43-101 Technical Report should be prepared after the completion
of
Phase III. This would which take approximately 1 month to complete
and
cost an estimated about $15,000. Additionally, a report should be
prepared
and filed with the Provincial Government to apply the Phase I expenses
to
the Pinto Property (estimated cost of report and filings,
$2,500.00).
|
7. |
Phase
IVA: Pinto North-West Prospecting and Grid Expansion:
A
GPS surveyed flag grid be established over the remainder of Pinto
Property
covering an area of approximately one (1) km
2
(the north and western portion of the claims; east and west of Gloucester
Creek). The line spacing for the grid should be again be run at a
minimum
of 100 metres, with a minimum of 8, 1,300 metre N-S lines over the
area
east and west of Gloucester Creek. A total of 10 line
|
kilometers
(minimum) would be required for this program. Soil geochemistry
(B or C
soil horizon focus) should be sampled on 50 metre centres; for
a total of
approximately 250 samples. Three (4) weeks for two (2) prospectors
would
be required to establish and sample the grid. Geological and structural
mapping of the grid by a geologist should also be conducted during
this
program, along with rock grab and representative chip sampling
of any
significant mineral occurrences discovered. This grid should then
be run
with an I.P Program as in Phase IIIC. A program budget of $100,000
would
be necessary for this phase and could be conducted between May
and
November. A Notice of Work Permit Update (amendment) and additional
reclamation bond will be required to be applied for and authorized
by the
B.C. Ministry of Energy, Mines and Petroleum Resources for this
program.
|
8. |
Phase
IVB: Mechanical Trenching/Diamond Drilling:
Should Phases III/IVA results warrant, a mechanical trenching and
or
diamond drilling program should be conducted to test the defined
anomalies
for more detailed assessment. A new (or amended) Notice of Work
application to the B.C. Ministry of Energy, Mines and Petroleum Resources
would be required as well as an increase of the reclamation bonding
for
this program. The estimated budget for a trenching and/or Diamond
Drilling
program would be $500,000 and take a total of three (3) months to
complete. Updated technical reports should follow on the completion
of
Phase 2, (another $15,000).
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
Property
Inspection
|
QP
Consultant
|
3
days
|
$650/day
|
$
1,950
|
Technical
Report
|
QP
Consultant
|
9
days
|
Assays/Writing
|
$
5,850
|
Total
with Contingency
|
Including
work from this report
|
$
8,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
Research
|
Consultant
|
2
days
|
$500/day
|
$
1,000
|
GIS
Database
|
Consultant
|
4
days
|
$500/day
|
$
2,000
|
Total
|
Including
work from this report
|
$
3,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
Base
Map Preparation
|
Consultant
|
1
day
|
$1,000
|
$
1,000
|
Prospect/Sampling
|
2
Prospectors
|
28
man days
|
$300/man
day
|
$
8,400
|
Geological
Control
|
Geologist
|
5
days
|
$650/man
day
|
$
3,250
|
Expenses
|
Truck,
hotel, food
|
30
days
|
$180/day
|
$
5,400
|
Supplies
|
Sampling
Gear
|
$1,000
|
$
1,000
|
|
Analyses
|
Rock
/ Soil
|
200
samples
|
$25/sample
|
$
5,000
|
Compilation
|
Consultant
|
2
days
|
$650/day
|
$
1,300
|
Total
with Contingency
|
$
28,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
Prospecting
|
2
Prospectors
|
38
man days
|
$300/man
day
|
$
11,400
|
Geology
Control
|
1
Geologist
|
6
days
|
$650/day
|
$
3,900
|
Expenses
|
Truck,
hotel, food
|
40
man days
|
$180/day
|
$
7,200
|
Analyses
|
Soils,
Rocks
|
250
samples
|
$25/sample
|
$
6,250
|
Supplies
|
Sampling
Gear
|
$2,000
|
$
2,000
|
|
Compilation
|
Consultant
|
2
days
|
$650/day
|
$
1,300
|
Total
with Contingency
|
$
35,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
Notice
of Work
|
Consultant
|
1
day
|
$700/day
|
$
700
|
Bond
to MEMPR
|
Reclamation
|
1
|
$2,000
|
$
2,000
|
I.P.
/ VLF-EM
|
Consultant
|
10
days
|
$1,750/linekm
|
$
28,000
|
Consultant
Support
|
Prospector
|
10
days
|
$300/day
|
$
3,000
|
Total
with Contingency
|
$
35,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
Technical
Report
|
Geologist
|
25
days
|
$600/day
|
$
15,000
|
Totals
|
$
15,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
Prospecting
|
2
Prospectors
|
64
man days
|
$300/man
day
|
$
19,200
|
Geology
Control
|
1
Geologist
|
10
days
|
$650/day
|
$
6,500
|
Expenses
|
Truck,
hotel, food
|
70
man days
|
$180/day
|
$
12,600
|
Analyses
|
Soils,
Rocks
|
350
samples
|
$25/sample
|
$
8,750
|
Supplies
|
Sampling
Gear
|
$2,000
|
$
2,000
|
|
Compilation
|
Consultant
|
2
days
|
$650/day
|
$
1,300
|
Notice
of Work Update
|
Consultant
|
1
day
|
$700/day
|
$
700
|
Bond
to MEMPR
|
Reclamation
|
1
|
$1,000
|
$
1,000
|
I.P.
/ VLF-EM
|
Consultant
|
10
days
|
$1,750/linekm
|
$
38,000
|
Consultant
Support
|
Prospector
|
10
days
|
$300/
day
|
$
3,000
|
Total
with Contingency
|
$
100,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
Notice
of Work
|
Consultant
|
2
days
|
$700/day
|
$
1,400
|
Bond
to MEMPR
|
Reclamation
|
Trench/Drill
|
$
10,000
|
|
Road
Construction
|
Estimate
|
5
kilometres
|
$
200,000
|
|
Trenching
|
Contractor
|
10
days
|
$1000/day
|
$
10,000
|
Diamond
Drilling
|
Contractor
|
1500
metres
|
$120/metre
|
$
180,000
|
Geology,
Log Core
|
Geologist
|
30
days
|
$700/day
|
$
21,000
|
Core
Splitter
|
Labour
|
30
days
|
$250/day
|
$
7,500
|
Expenses
|
Truck/hotel/food
|
30
days
|
$250/day
|
$
7,500
|
Analyses
|
Rocks,
Core
|
700
samples
|
$25/sample
|
$
17,500
|
Compilation
|
Geologist
|
6
days
|
$700/day
|
$
4,200
|
Total
with Contingency
|
$500,000
|
Work
|
Notes
|
Number
|
Cost
|
Work
Cost
|
Technical
Report
|
Geologist
|
28
days
|
$700/day
|
$
19,600
|
Totals
|
$
19,600
|
MapPlace | http://webmap.em.gov.bc.ca/mapplace/minpot/bcgs.cfm |
MINFILE | http://www.em.gov.bc.ca/Mining/Geolsurv/Minfile/default.htm |
EMBC 2002 | http://www.em.gov.bc.ca/Mining/Geolsurv/Publications/catalog/cat_expl.htm |
MTO | http://www.em.gov.bc.ca/subwebs/mtonline/ |
Environment Canada | http://www.ec.gc.ca/default.asp?lang=En&n=C062DE2A-1 |
1.
|
I
am a Consulting Geologist with Paul D. Gray Geological Consulting,
#1 -
1081 West 8
th
Avenue, Vancouver,
British
Columbia, Canada, V6H 1C3.
|
2.
|
I
graduated with a Bachelor of Science degree in Earth Science from
the
Dalhousie University in 1997 and with an Honours Bachelor of Science
degree in Earth Science in 2004.
|
3.
|
I
am a member of the PDAC, AMEBC, and the Association of Engineers
and
Geoscientists of British Columbia, Registered in the Province of
British
Columbia (APEGBC No. 29833).
|
4.
|
I
have practiced my profession as a geologist for 11 years, working
in
British Columbia, the Northwest Territories, the United States of
America,
Honduras, Central America and Mongolia.
|
5.
|
I
authored the technical report titled
“
Technical
Report on the Pinto Property, British Columbia, Canada”. The Pinto
Property is held by Hammer Handle Enterprises Inc.
|
6.
|
I
have no prior involvement with the issuer.
|
7.
|
I
am not aware of any material fact or material change with respect
to the
subject matter of the Technical Report that is not reflected in the
report, the omission of which would make the report
misleading.
|
8.
|
I
am independent of Hammer Handle Enterprises
Inc.
|