UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IBEX RESOURCES CORP.
(Exact name of Registrant as specified in its charter)
 
Nevada   
1000  
n/a
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)  
(I.R.S. Employer Identification Number)
 
530 – 1015  4 th Street, S.W.
Calgary, Alberta, Canada
 
T2R 1J4
(Name and address of principal executive offices)  
 
(Zip Code)
 
Registrant's telephone number, including area code:  (403) 922-8562

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement .

If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box |X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer |__|                                                                           Accelerated filer |__|

Non-accelerated filer |__|                                                                Smaller reporting company |X|
 
CALCULATION OF REGISTRATION FEE
 
TITLE OF EACH
CLASS OF
SECURITIES
TO BE
REGISTERED
AMOUNT TO BE
REGISTERED
PROPOSED
MAXIMUM
OFFERING 
PRICE PER
SHARE (1)
PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE (2)
AMOUNT OF
REGISTRATION
FEE
Common Stock
3,570,000
$0.25 
$892,500
$35.08
 
(1)  
This price was arbitrarily determined by Ibex Resources Corp.
(2)   
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
 
COPIES OF COMMUNICATIONS TO:
Ibex Resources Corp.
Attn: Harry Bydgnes, President
530 – 1015 4th Street, S.W., Calgary, Alberta, T2R 1J4, Canada
(403) 922 8562
 
 
SUBJECT TO COMPLETION, Dated October 3, 2008
 PROSPECTUS
IBEX RESOURCES CORP.
3,570,000
SHARES OF COMMON STOCK
INITIAL PUBLIC OFFERING
The selling shareholders named in this prospectus are offering up to 3,570,000 shares of common stock offered through this prospectus.  We will not receive any proceeds from this offering and have not made any arrangements for the sale of these securities.  We have, however, set an offering price for these securities of $0.25 per share.  We will use our best efforts to maintain the effectiveness of the resale registration statement from the effective date through and until all securities registered under the registration statement have been sold or are otherwise able to be sold pursuant to Rule 144 promulgated under the Securities Act of 1933.

 
Offering Price
Underwriting Discounts and Commissions
Proceeds to Selling Shareholders
Per Share
$0.25
None
$025
Total
$892,500
None
$892,500

Our common stock is presently not traded on any market or securities exchange.  The sales price to the public is fixed at $0.25 per share until such time as the shares of our common stock are traded on the Over-The-Counter Bulletin Board (“OTCBB”), which is sponsored by the Financial Industry Regulatory Authority (“FINRA”) formerly known as the National Association of Securities Dealers or NASD). The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information.  Although we intend to apply for quotation of our common stock on the FINRA Over-The-Counter Bulletin Board through a market maker, public trading of our common stock may never materialize.  If our common stock becomes traded on the FINRA Over-The-Counter Bulletin Board, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.

The purchase of the securities offered through this prospectus involves a high degree of risk.  See section of this Prospectus entitled "Risk Factors."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The Date of This Prospectus Is: October 3, 2008
 
 
Table of Contents


 
 
 
 
Summary

Ibex Resources Corp.

We are in the business of mineral exploration and own the rights to explore property on which no minerals have yet been discovered.  On August 11, 2008, we entered into a Property Option Agreement (attached as “Exhibit 10.1”) and paid $2,000 to acquire an option to purchase an 85% interest in the Queen Mineral Claim (the “Queen Claim”). We do not currently have any ownership interest in the property that is covered by the Queen Claim.

The Queen Claim is located approximately 75 miles north-west of the city of Prince George which is located in central British Columbia, and 37 miles west of the town of McKenzie.

We have not commenced our planned exploration program, but anticipate that we will commence the first phase of our exploration program (Phase I) in the Fall of 2008. Prior to acquiring our option on the Queen Claim, we incorporated a wholly-owned subsidiary, IRC Exploration Ltd., an Alberta corporation (“IRC”).  IRC was formed for the purpose of carrying out our mineral exploration program.

We intend to conduct mineral exploration activities on the Queen Claim in order to assess whether the claim possess commercially exploitable mineral deposits. Our exploration program is designed to explore for commercially viable deposits of lead, zinc, gold and other metallic minerals.  We have not, nor to our knowledge has any predecessor, identified any commercially exploitable reserves of these minerals on the Queen Claim.  We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on the Queen Claim.

Prior to acquiring an option to acquire the Queen Claim, we retained the services Mr. Marvin Mitchell, BSc., P. Eng of Mitchell Geological Services, Inc., who prepared a geological report for us on the mineral exploration potential of the claim.  Included in this report is a recommended first year exploration program (Phase I) with a budget of $15,000.

Exploration costs are billed to us in Canadian dollars, but we will pay those costs in U.S. dollars.  The value of Canadian dollars when converted into U.S. currency fluctuates.   All dollar amounts provided in this prospectus are stated or quantified in U.S. currency .  The dollar amounts provided in this prospectus assume that the Canadian dollar and the US dollar are of equal value, hence the conversion value of $1.00 U.S. dollar is equivalent to $1.00 in Canadian dollars.

The mineral exploration program, consisting of geological mapping and sampling, is oriented toward defining drill targets on mineralized zones within the Queen mineral claim.

Currently, we are uncertain of the number of mineral exploration phases we will conduct before we are able to determine whether there are commercially viable minerals present on the Queen Claim.  Further phases beyond the current exploration program will be dependent upon a number of factors such as our consulting geological firm’s recommendations and our available funds.
 

Since we are in the exploration stage of our business plan, we have not earned any revenues from our planned operations. As of July 31, 2008, we had $116,442 in current assets and current liabilities in the amount of $13,156.  Accordingly, our working capital position as of July 31, 2008 was $103,286.

Since our inception through July 31, 2008, we have incurred a net loss of $9,089.  We attribute our net loss to having no revenues to offset our expenses and the professional fees related to the creation and operation of our business.  We believe we have sufficient funds to undertake both a first and second year exploration program.  Under the terms of the Property Option Agreement, we must incur $15,000 in aggregate exploration expenditures prior to July 31, 2009 and $31,000 in aggregate exploration expenditures prior to July 31, 2010. Additionally, under the terms of the Property Option Agreement, we must make payments of $2,000 to Mr. Price on or before July 31, 2009, and payments of an additional $50,000 on or before July 31, 2010. Our working capital will not be sufficient to enable us to perform exploration phases beyond the first and second years of our geological exploration programs on the property.  Accordingly, we will require additional financing in the event that further exploration is needed.

Our fiscal year end is July 31.

We were incorporated on June 4, 2008, under the laws of the state of Nevada. Our principal offices are located at 530 – 1015 4th Street, S.W., Calgary, Alberta, Canada. Our phone number is 403-922-8562.
 
The Offering

Securities Being Offered
Up to 3,570,000 shares of our common stock.
   
Offering Price and Alternative Plan of Distribution
The offering price of the common stock is $0.25 per share.  We intend to apply to the FINRA over-the-counter bulletin board to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders.  The offering price would thus be determined by market factors and the independent decisions of the selling shareholders.
 
 
Minimum Number of Shares To Be Sold in This Offering
None
   
Securities Issued and to be Issued
11,100,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders. There will be no increase in our issued and outstanding shares as a result of this offering.
   
Use of Proceeds
We will not receive any proceeds from the sale of the common stock by the selling shareholders.


Summary Financial Information

Balance Sheet Data
From Inception on June 4, 2008 to July 31, 2008 (audited)
   
Cash
$ 116,300
Total Assets
  116,442
Liabilities
  13,156
Total Stockholder’s Equity
  103,286
     
Statement of Operations
   
     
Revenue
$ 0
     
Net Loss for Reporting Period
$ 9,089
 
 
Risk Factors

You should consider each of the following risk factors and any other information set forth herein and in our reports filed with the SEC, including our financial statements and related notes, in
evaluating our business and prospects. The risks and uncertainties described below are not the only ones that impact on our operations and business. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, may also impair our business or operations. If any of the following risks actually occur, our business and financial results or prospects could be harmed. In that case, the value of the Common Stock could decline.

Risks Related To Our Financial Condition and Business Model

If we do not obtain additional financing, our business will fail.

As of July 31, 2008, we had cash in the amount of $116,300. Our cash on hand will allow us to complete the initial work program recommended by our consulting geologist.  The recommended work program will consist of mapping, sampling, and geochemical analyses aimed at identifying and locating potential gold deposits on the Queen Claim property. If significant additional exploration activities are warranted and recommended by our consulting geologist, we will likely require additional financing in order to move forward with our development of the claim.  We currently do not have any operations and we have no income. We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete.  If our exploration programs are successful in discovering reserves of commercial tonnage and grade, we will require significant additional funds in order to place the Queen Claim into commercial production. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market prices for gold and other metallic minerals and the costs of exploring for or commercial production of these materials. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Because we will need additional financing to fund our extensive exploration activities, our accountants believe there is substantial doubt about our ability to continue as a going concern.

We have incurred a net loss of $9,089 for the period from our inception on June 4, 2008, to July 31, 2008, and have no sales.  Our future is dependent upon our ability to obtain financing and upon future profitable operations from the commercial exploitation of an interest in mineral claims. Potential investors should also be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. 
 
There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

 
Because we have only recently commenced business operations, we face a high risk of business failure.

We have just planned the initial stages of exploration on the Queen Claim.   As a result, we have no way to evaluate the likelihood that we will be able to operate the business successfully.  We were incorporated on June 4, 2008, and to date have been involved primarily in organizational activities, the staking of our mineral claim, and obtaining an independent consulting geologist’s report on this mineral claim.  We have not earned any revenues as of the date of this prospectus, and thus face a high risk of business failure.

Because our executive officers do not have any training specific to the technicalities of mineral exploration, there is a higher risk our business will fail.

Mr. Harry Bygdnes, our president and director, does not have any training as a geologist or an engineer.  As a result, our management may lack certain skills that are advantageous in managing an exploration company. In addition, Mr. Bygdnes’ decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management’s lack of experience in geology and engineering.

Because we conduct our business through verbal agreements with consultants and arms-length third parties, there is a substantial risk that such persons may not be readily available to us and the implementation of our business plan could be impaired.

We have a verbal agreement with our consulting geologist that requires him to review all of the results from the exploration work performed upon the mineral claim that we have optioned and then make recommendations based upon those results. In addition, we have a verbal agreement with our accountants to perform requested financial accounting services and a written agreement with our outside auditors to perform auditing functions.  Each of these functions requires the services of persons in high demand and these persons may not always be available.  The implementation of our business plan may be impaired if these parties do not perform in accordance with our verbal agreement.  In addition, it may be difficult to enforce a verbal agreement in the event that any of these parties fail to perform.

Because of the unique difficulties and uncertainties inherent in the mineral exploration business, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The search for valuable minerals also involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure.  At the present time, we have no coverage to insure against these hazards. The payment of such liabilities may have a
 
 
material adverse effect on our financial position.  In addition, there is no assurance that the expenditures to be made by us in the exploration of the mineral claims will result in the discovery of mineral deposits.  Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.

Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We expect to incur continuing and significant losses into the foreseeable future.  As a result of continuing losses, we may exhaust all of our resources and be unable to complete the exploration of the Queen Claim.  Our accumulated deficit will continue to increase as we continue to incur losses.  We may not be able to earn profits or continue operations if we are unable to generate significant revenues from the exploration of the mineral claims if we exercise our option.  There is no history upon which to base any assumption as to the likelihood that we will be successful, and we may not be able to generate any operating revenues or ever achieve profitable operations.  If we are unsuccessful in addressing these risks, our business will most likely fail.

Because our president has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Mr. Bygdnes, our president and chief financial officer, devotes 5 to 10 hours per week to our business affairs. We do not have an employment agreement with Mr. Bygdnes nor do we maintain a key man life insurance policy for him. Currently, we do not have any full or part-time employees.  If the demands of our business require the full business time of Mr. Bygdnes, it is possible that Mr. Bygdnes may not be able to devote sufficient time to the management of our business, as and when needed.  If our management is unable to devote a sufficient amount of time to manage our operations, our business will fail.

Because our president, Mr. Harry Bygdnes owns 54.05% of our outstanding common stock, investors may find that corporate decisions influenced by Mr. Bygdnes are inconsistent with the best interests of other stockholders.

Mr. Bygdnes is our president, chief financial officer and sole director.  He owns 54.05% of the outstanding shares of our common stock. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of its assets, the interests of Mr. Bygdnes may still differ from the interests of the other stockholders.

 
Because our president, Mr. Harry Bygdnes, owns 54.05% of our outstanding common stock, the market price of our shares would most likely decline if he were to sell a substantial number of shares all at once or in large blocks.

Our president, Mr. Harry Bygdnes, owns 6,000,000 shares of our common stock which equates to 54.05% of our outstanding common stock.  There is presently no public market for our common stock and we plan to apply for quotation of our common stock on the FINRA over-the-counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  If our shares are publicly traded on the over-the-counter bulletin board, Mr. Bygdnes will eventually be eligible to sell his shares publicly subject to the volume limitations in Rule 144.  The offer or sale of a large number of shares at any price may cause the market price to fall.  Sales of substantial amounts of common stock or the perception that such transactions could occur, may materially and adversely affect prevailing markets prices for our common stock.

If we are unable to successfully compete within the mineral exploration business, we will not be able to achieve profitable operations.

The mineral exploration business is highly competitive.  This industry has a multitude of competitors and no small number of competitors dominates this industry with respect to any of the large volume metallic minerals.  Our exploration activities will be focused on attempting to locate commercially viable mineral deposits on the Queen claim.  Many of our competitors have greater financial resources than us.  As a result, we may experience difficulty competing with other businesses when conducting mineral exploration activities on the Queen Claim.  If we are unable to retain qualified personnel to assist us in conducting mineral exploration activities on the Queen Claim if a commercially viable deposit is found to exist, we may be unable to enter into production and achieve profitable operations.

Because of factors beyond our control which could affect the marketability of any substances found, we may be difficulty selling any substances we discover.

Even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves. Numerous factors beyond our control may affect the marketability of any substances discovered.  These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection.  These factors could inhibit our ability to sell minerals in the event that commercial amounts of minerals are found.

Risks Related To Legal Uncertainty

Because we will be subject to compliance with government regulation which may change, the anticipated costs of our exploration program may increase.

There are several governmental regulations that materially restrict mineral exploration or exploitation.  We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations.  Currently, we have not experienced any difficulty with compliance of any laws or regulations which affect our business.  While our planned exploration program budgets for
 
 
regulatory compliance, there is a risk that new regulations could increase our costs of doing business, prevent us from carrying out our exploration program, and make compliance with new regulations unduly burdensome.

If Native land claims affect the title to our mineral claims, our ability to prospect the mineral claims may be lost.

We are unaware of any outstanding native land claims on the Queen Claim.  Notwithstanding, it is possible that a native land claim could be made in the future. The federal and provincial government policy is at this time is to consult with all potentially affected native bands and other stakeholders in the area of any potential commercial production. In the event that we encounter a situation where a native person or group claims an interest in the Queen Claim, we may be unable to provide compensation to the affected party in order to continue with our exploration work, or if such an option is not available, we may have to relinquish any interest that we may have in this claim. The Supreme Court of Canada has ruled that both the federal and provincial governments in Canada are obliged to negotiate these matters in good faith with native groups and at no cost to us. Notwithstanding, the costs and/or losses could be greater than our financial capacity and our business would fail.

Because the Province of British Columbia owns the land covered by the Queen Claim, our availability to conduct an exploratory program on the Queen Claim is subject to the consent of the Government of British Columbia and we can be ejected from the land and our interest in the land could be forfeit.

The land covered by the Queen Claim is owned by the Government of British Columbia.  The availability to conduct an exploratory program on the Queen Claim is subject to the consent of the Government of British Columbia.

In order to keep the Queen Claims in good standing with the Government of British Columbia, the Government of British Columbia requires that before the expiry dates of the mineral claim that exploration work on the mineral claim valued at an amount stipulated by the government be completed together with the payment of a filing fee or payment to the Government of British Columbia in lieu of completing exploration work.  In the event that these conditions are not satisfied prior to the expiry dates of the mineral claim, we will lose our interest in the mineral claim and the mineral claim then become available again to any party that wishes to stake an interest in the claim.  In the event that either we are ejected from the land or our mineral claims expire, we will lose all interest that we have in the Queen Claim.

Because new legislation, including the Sarbanes-Oxley Act of 2002, increases the cost of compliance with federal securities regulations as well as the risks of liability to officers and directors, we may find it more difficult for us to retain or attract officers and directors.

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws.
 
 
The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934.  Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act and it is costly to remain in compliance with the federal securities regulations.  Additionally, we may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.  Significant costs incurred as a result of becoming a public company could divert the use of finances from our operations resulting in our inability to achieve profitability.

Because we have nominal assets, we are considered a "shell company" and will be subject to more stringent reporting requirements.

The Securities and Exchange Commission ("SEC") adopted Rule 405 of the Securities Act and Exchange Act Rule 12b-2 which defines a shell company as a registrant that has no or nominal operations, and either (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets.  Our balance sheet states that we have cash as our only asset therefore, we are defined as a shell company.  The new rules prohibit shell companies from using a Form S-8 to register securities pursuant to employee compensation plans.  However, the new rules do not prevent us from registering securities pursuant to registration statements.  Additionally, the new rule regarding Form 8-K requires shell companies to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company.  We must file a current report on Form 8-K containing the information required pursuant to Regulation S-K and in a registration statement on Form 10, within four business days following completion of the transaction together with financial information of the private operating company.  In order to assist the SEC in the identification of shell companies, we are also required to check a box on Form 10-Q and Form 10-K indicating that we are a shell company.  To the extent that we are required to comply with additional disclosure because we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to cease being a shell company.  The SEC adopted a new Rule 144 effective February 15, 2008, which makes resales of restricted securities by shareholders of a shell company more difficult. See discussion under heading "New Rule 144" below.

Risks Related To This Offering

If a market for our common stock does not develop, shareholders may be unable to sell their shares

A market for our common stock may never develop.  We currently plan to apply for quotation of our common stock on the FINRA over-the-counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  However, our shares may never be traded on the bulletin board, or, if traded, a public market may not materialize.  If our common stock is not traded on the bulletin board or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.

 
If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline.

The selling shareholders are offering 3,570,000 shares of our common stock through this prospectus. Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall.  The outstanding shares of
common stock covered by this prospectus represent 32.16% of the common shares issued and outstanding as of the date of this prospectus.

Because we will be subject to the “Penny Stock” rules once our shares are quoted on the over-the-counter bulletin board, the level of trading activity in our stock may be reduced.

Broker-dealer practices in connection with transactions in "penny stocks" are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

If our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC.

In the event that our shares are quoted on the over-the-counter bulletin board,   we will be required to remain current in our filings with the SEC in order for shares of our common stock to be eligible for quotation on the over-the-counter bulletin board.  In the event that we become delinquent in our required filings with the SEC, quotation of our common stock will be terminated following a 30 or 60 day grace period if we do not make our required filing during that time.  If our shares are not eligible for quotation on the over-the-counter bulletin board, investors in our common stock may find it difficult to sell their shares.

 
Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  The actual results could differ materially from our forward-looking statements.  Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination of Offering Price

The $0.25 per share offering price of our common stock was arbitrarily chosen using the last sales price of our stock from our most recent private offering of common stock. There is no relationship between this price and our assets, earnings, book value or any other objective criteria of value.
We intend to apply to the FINRA over-the-counter bulletin board for the quotation of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934.  We intend to file a registration statement under the Exchange Act concurrently with the effectiveness of the registration statement of which this prospectus forms a part.  If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders.  The offering price would thus be determined by market factors and the independent decisions of the selling shareholders.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding.  Accordingly, there will be no dilution to our existing shareholders.

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 3,570,000 shares of common stock offered through this prospectus. All of the shares were acquired from us by the selling shareholders in offerings that were exempt from registration pursuant to Rule 903(C)(3) of Regulation S of the Securities Act of 1933.  The selling shareholders purchased their shares in an offering completed on July 31, 2008.

The following table provides information regarding the beneficial ownership of our common stock held by each of the selling shareholders as of July 31, 2008 including:

1.   the number of shares owned by each prior to this offering;
2.   the total number of shares that are to be offered by each;
3.   the total number of shares that will be owned by each upon completion of the offering;
4.   the percentage owned by each upon completion  of the offering; and
5.   the identity of the beneficial holder of any entity that owns the shares.

The named parties beneficially own and have sole voting and investment power over all shares or rights to the shares, unless otherwise shown in the table.  The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.  The percentages are based on 11,100,000 shares of common stock outstanding on July 31, 2008.
 

Name of Selling Shareholder
Shares Owned Prior to this Offering
Total Number of Shares to be Offered for Selling Shareholder Account
Total Shares to be Owned Upon Completion of this Offering
Percent Owned Upon Completion of this Offering
Chad Armstrong
50,000
35,000
15,000
0.14%
Ryan Beamin
200,000
140,000
60,000
0.54%
Merle Bitz
200,000
140,000
60,000
0.54%
Clint Black
150,000
105,000
45,000
0.41%
Robbi-Ann Black
150,000
105,000
45,000
0.41%
Bill Boswell
200,000
140,000
60,000
0.54%
Keith Bushfield
150,000
105,000
45,000
0.41%
Aaron Cain
50,000
35,000
15,000
0.14%
William Campbell
200,000
140,000
60,000
0.54%
Gerry Collinge
150,000
105,000
45,000
0.41%
Mike Collinge
200,000
140,000
60,000
0.54%
Lynn Dosdall
200,000
140,000
60,000
0.54%
Sandra Dosdall
200,000
140,000
60,000
0.54%
Ross Ewaniuk
200,000
140,000
60,000
0.54%
Paul Fisher
200,000
140,000
60,000
0.54%
Todd Hicks
150,000
105,000
45,000
0.41%
Dale Hutton
50,000
35,000
15,000
0.14%
Candice Iverson
50,000
35,000
15,000
0.14%
Jen Jalink
50,000
35,000
15,000
0.14%
Reynoudt Jalink
50,000
35,000
15,000
0.14%
Steve Killen
150,000
105,000
45,000
0.41%
Derrek Lewis
200,000
140,000
60,000
0.54%
Noel Lumsden
50,000
35,000
15,000
0.14%
Jennifer MacFawn
100,000
70,000
30,000
0.27%
Nicole Mason
150,000
105,000
45,000
0.41%
 
 
Brian Mcrae
50,000
35,000
15,000
0.14%
Dean Oancia
50,000
35,000
15,000
0.14%
Jay Park
200,000
140,000
60,000
0.54%
Martin Park
50,000
35,000
15,000
0.14%
Don Rasmussen
150,000
105,000
45,000
0.41%
Scott Rideout
150,000
105,000
45,000
0.41%
James Rutter
100,000
70,000
30,000
0.27%
Jillianne Southam
50,000
35,000
15,000
0.14%
Michael Southam
50,000
35,000
15,000
0.14%
Michael Steen
50,000
35,000
15,000
0.14%
Desiree Verstoep
150,000
105,000
45,000
0.41%
Janet Wagner
50,000
35,000
15,000
0.14%
William Wagner
50,000
35,000
15,000
0.14%
Trevor Warrener
50,000
35,000
15,000
0.14%
Nolan Weir
200,000
140,000
60,000
0.54%
Terry Wong
200,000
140,000
60,000
0.54%

None of the selling shareholders; (1) has had a material relationship with us other than as a shareholder at any time within the past three years; (2) has been one of our officers or directors; or (3) are broker-dealers or affiliate of broker-dealers.

The selling shareholders and any broker/dealers who act in connection with the sale of the shares may be deemed to be “underwriters” within the meaning of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of the shares as a principal might be deemed to be underwriting discounts and commissions under the Securities Act.

Plan of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

1.  
on such public markets or exchanges as the common stock may from time to time be trading;
2.  
in privately negotiated transactions;

3.  
through the writing of options on the common stock;
4.  
in short sales, or;

5.  
in any combination of these methods of distribution.

The sales price to the public is fixed at $0.25 per share until such time as the shares of our common stock become traded on the FINRA Over-The-Counter Bulletin Board or another exchange.  Although we intend to apply for quotation of our common stock on the FINRA Over-The-Counter Bulletin Board, public trading of our common stock may never materialize.  If our common stock becomes traded on the FINRA Over-The-Counter Bulletin Board, or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale.  In these circumstances, the sales price to the public may be:

 
1.   the market price of our common stock prevailing at the time of sale;
2.   a price related to such prevailing market price of our common stock, or;
3.   such other  price as the selling shareholders determine from time to time.

Presently, the selling shareholders cannot sell their common stock of our Company in accordance with new Rule 144 under the Securities Act because we are defined as a "shell company."
 
The selling shareholders may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions.  Any broker or dealer participating in such transactions as an agent may receive a commission from the selling shareholders or from such purchaser if they act as agent for the purchaser. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us.  Such partners may, in turn, distribute such shares as described above.

We are bearing all costs relating to the registration of the common stock.  The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act in the offer and sale of the common stock.  In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1.   not engage in any stabilization activities in connection with our common stock;
2.   furnish each broker or dealer through which common stock may be offered, such copies of  this prospectus, as amended from time to time, as may be required by such broker or dealer; and;
3.   not bid for or purchase any of our securities or attempt to induce any person  to purchase any of our securities other than as permitted under the Securities Exchange  Act.

Description of Securities

Common Stock

Our authorized capital stock consists of 90,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of July 31, 2008, there were 11,100,000 shares of our common stock issued and outstanding.  Our shares are held by forty-two (42) stockholders of record. We have not issued any shares of preferred stock.

Voting Rights

Holders of common stock have the right to cast one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including the election of directors.  There is no
 
 
right to cumulative voting in the election of directors.  Except where a greater requirement is provided by statute or by the Articles of Incorporation, or by the Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of a majority of the outstanding shares of the our common voting stock shall constitute a quorum for the transaction of business. The vote by the holders of a majority of such outstanding shares is also required to effect certain fundamental corporate changes such as liquidation, merger or amendment of the Company's Articles of Incorporation.
  
Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

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.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Pre-emptive Rights

Holders of common stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of common stock are, and the shares of common stock offered hereby will be when issued, fully paid and non-assessable.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

 
Transfer Agent

Our transfer agent is Empire Stock Transfer Inc., 2470 Saint Rose Parkway, Suite 304, Henderson, Nevada  89074

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply.  Our articles of incorporation and bylaws do not state that these provisions do not apply.  The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries or the Queen Claim. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

David Jennings, our legal counsel, has provided an opinion on the validity of our common stock.

BDO Dunwoody LLP, an independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report.  BDO Dunwoody LLP has presented their report with respect to our audited financial statements.  The report of BDO Dunwoody LLP is included in reliance upon their authority as experts in accounting and auditing.


Mr. Marvin Mitchell, P.Eng., Consulting Geologist, has provided a geological evaluation report on the Queen mineral property.  He was employed on a flat rate consulting fee and he has no interest, nor does he expect any interest in the property or securities of Ibex Resources Corp.

Organization within the Last Five Years

We were incorporated on June 4, 2008 under the laws of the state of Nevada. On August 1, 2008, we formed a wholly subsidiary known as IRC Exploration Ltd. (“IRC”), an Alberta corporation. IRC was formed to conduct our exploration operations within the Province of British Columbia. On August 11, 2008, we entered into a Property Option Agreement (“POA”) between IRC and
 
 
Barry Price, thereby acquiring an option to purchase an 85% interest in the Queen Claim, located in the central portion of the Province of British Columbia. Under the terms of that agreement, Mr. Price is the operator of the exploration program that is to be conducted on the claim. The POA sets forth each party's rights and responsibilities relating to both the exploration and potential mining stages of the operations to be conducted on the Queen Claim.

We have not acquired any assets from Mr. Bygdnes.  Other than Mr. Bygdnes’ purchase of 6,000,000 shares of our common stock on June 17, 2008, at a price of $0.008 per share, Mr. Bygdnes has not acquired from us anything of value either directly or indirectly.

Description of Business

Business of Company

We are an exploration stage company that intends to engage in the exploration of mineral properties.  We have acquired a mineral claim that we refer to as the Queen Claim. Exploration of this mineral claim is required before a final determination as to its viability can be made.

The Queen Claim is located approximately 75 miles north-west of the central British Columbia city of Prince George, and approximately 40 miles west of the town of McKenzie. Access to the property is by way of logging roads, approximately 3 miles south of the MacKenzie – Kemess Mine Road. An electric power line follows the MacKenzie – Kemess road.

Our plan of operations is to carry out exploration work on this claim in order to ascertain whether it possesses commercially exploitable quantities of gold and other metals.  We will not be able to determine whether or not the Queen Claim contains a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work indicates economic viability.

Phase I of our exploration program is expected to begin in the Fall of 2008 and will cost approximately $15,000.  This phase will consist of on-site surface reconnaissance, mapping, sampling, and geochemical analyses. This phase will be followed by a report and data compilation prepared by our consulting geologist.  Phase II of our program is expected to commence in the fall of 2009 and will consist of follow-up work including backhoe trenching based upon the findings of Phase I.

The budget for Phase III of our exploration program is tentative in nature as the actual exploration program to be undertaken will depend upon the outcomes of the Phase I and Phase II exploration programs. Phase III of our exploration program, if undertaken, may commence in the spring or early summer of 2010, and will consist of laying out grids over the mineral claim, trenching, further sampling and assaying, a geophysical program, and the diamond drilling and drill core sampling of ten, 1,000 foot holes. It is currently estimated that Phase III will cost approximately $210,000.

The existence of commercially exploitable mineral deposits in the Queen Claim is unknown at the present time and we will not be able to ascertain such information until we receive and evaluate the results of our exploration program.

 
Property Option Agreement

The Queen Claim is comprised of 23 cells of approximately 50 acres per cell. The Queen Claim is held 100% by Barry Price. The claim, Title # 574763, covers approximately 460 hectares. The entire area enclosed by the mineral claim is approximately 1,136 acres, or approximately 1.8 square miles. The claim is in good standing with the Province of British Columbia until January 27, 2009.

In order to extend the expiry dates of a mineral claim, the British Columbia government requires either (1) completion of exploration work on the mineral claim valued at an amount stipulated by the government and the payment of a filing fee; or (2) payment to the Province of British Columbia an amount equal to the combined value of the exploration work stipulated and the filing fee in lieu of completing exploration work to maintain the mineral claim.  When exploration work valued at an amount stipulated by the government is completed and a filing fee is remitted to the Province of British Columbia, the expiry dates of the mineral claim can be extended for a maximum of 10 additional years.  In the event that no exploration work is completed and a filing fee is paid to the Province of British Columbia in lieu of completing exploration work, the expiry dates of the mineral claim can be extended for a maximum of only one additional year each year.

Under the terms of the Property Option Agreement between Mr. Barry Price and IRC, our wholly owned mining exploration subsidiary, we acquired an option to acquire an 85% interest in the Queen Claim.

Under that Agreement, we paid Mr. Price an initial sum of $1 to acquire the option and are required to make the following payments in order to exercise that option: $2,000 upon the execution of the POA (which we have paid), $2,000 prior to July 31, 2009, and an additional $50,000 prior to July 31, 2010. These payments are personal fees charged by Mr. Price.  In addition, we must incur the following amounts in exploration expenditures in order to exercise our option: $15,000 prior to July 31, 2009; an additional $16,000 prior to July 31, 2010; and an additional $210,000 prior to July 31, 2011.  We can exercise our option at any time prior to July 31, 2011 if we complete aggregate payments of $54,000 to Mr. Price and incur an aggregate of $241,000 in exploration expenses on the Queen Claim.

We will either satisfy the payment terms of the Property Option Agreement in the time frame provided, thereby resulting in us exercising this option or we will fail to satisfy the payment terms and be in default of the Property Option Agreement.  If we are in default of the Property Option Agreement, the optionor can terminate Property Option Agreement if we fail to cure any default within 45 days after the receipt of notice of default.  Our option will expire if we are in default of the Property Option Agreement and fail to cure any default within 45 days after the receipt of notice of default.

Under the Property Option Agreement, we will acquire an 85% interest in the Queen Claim and Mr. Price will hold the remaining 15% interest if we exercise our option. Mr. Price is the operator of the Queen Claim, and as the owner of the mineral claim, he is responsible for
 
 
maintaining the mineral claim in good standing with the B.C. Mineral Titles Branch. Mr. Price is responsible for conducting the exploration activities on the property in accordance with the Mitchell Geological Services Inc. Geological Report, dated August 4, 2008.  Between research, mobilization, demobilization and a site visit, Mr. Price is expected to expend one to two weeks for the first year exploration phase and additional one to two weeks during the second year exploration phase. The amount of Mr. Price’s time required past these phases cannot be determined at this time.

Joint Venture

Mr. Price has not commenced the fieldwork required for the first phase of our mineral exploration program.  We expect that this work will be commenced in the fall of 2008.

Upon the completion of both the first and second year exploration phase, we intend to request that our consulting geologist, Marvin Mitchell, review the results of the exploration program and report back to us with recommendations, if any, with regard to further exploration programs. Further phases beyond the first and second year of our exploration program will be dependent upon a number of factors such as Marvin Mitchell’s recommendations based upon ongoing exploration program results and our available funds.

In the event that we exercise our option, the Property Option Agreement requires that we, and a sole purpose company to be formed by Mr. Barry Price, will enter into a formalized joint venture. We have not entered into such an agreement at the present time and the terms discussed herein are a discussion of the expected terms of such proposed joint venture agreement.  In the event that Mr. Price chooses not remain the operator of the Queen Claim, and provided that our board of directors and the recommendations of our consulting geological firm favors further exploration, we intend to seek out a candidate with similar qualifications to those of Mr. Price and form a new joint venture with such persons or parties.

The purpose of the proposed joint venture will be to further explore the property containing the Queen Claim with the eventual goal of putting the property into commercial production should both a feasibility report recommending commercial production be obtained and a decision to commence commercial production be made. The feasibility report refers to a detailed written report of the results of a comprehensive study on the economic feasibility of placing the property or a portion of the property into commercial production. It is possible that results may be positive from the exploration program, but not sufficiently positive to warrant proceeding at a particular point in time. World prices for minerals may dictate not proceeding.  Due to the fluctuation in the prices for minerals, it is also possible that mineral exploration ventures may not be profitable resulting in our inability to attract funding from investors to finance further exploration.

Under the terms of the proposed joint venture agreement, both parties agree to associate and participate in a single purpose joint venture to carry out the project. Beneficial ownership of the property remains in each party’s name proportional to its respective interest.  Subsequent to the initial exploration program costs that we will bear, future costs are to be met by each party in proportion to its interest.

 
If we exercise our option and the joint venture if formed, our initial interest in the joint venture shall be 85% and Price’s company to be formed, which we refer to as “Priceco,” will be 15%. The interest of each party may be reduced and the other party’s interest increased by an amount equal to the share of the exploration costs they would be obliged to pay. If the interest of either us or Priceco is reduced to less than 5%, then that party will be deemed to have assigned their interest to the other party, and their sole remuneration and benefit from the proposed joint venture agreement will be a Royalty equal to 2½% of the net profits. The respective interest of each party in the joint venture could be increased or decreased form time to time if any or all of the following events occur: (1) a party fails to pay its proportionate share of the costs; (2) a party elects not to participate in the program, and/or; (3) a party elects to pay less than its proportionate share of the costs for a program. If these terms operate to cause a party’s interest in the Queen Claim to be reduced to 5% or less, that party will assign and convey its interest to the other party and will receive a royalty equal to 2.5 % of the net profits of production.

The Property Option Agreement provides that Mr. Price, as the initial operator, will have the same rights, duties, and responsibilities in the event that he was the operator under the proposed Joint Venture Agreement.

The operator has the full right, power and authority to do everything necessary or desirable to carry out a program and the project and to determine the manner of exploration of the property. A management committee consisting of one representative of each party will oversee the operator and manage or supervise the management of the business and affairs of the joint venture. Each representative may cast that number of votes that is equal to that party’s interest. A simple majority of the management committee prevails and the management committee’s decisions made in accordance with the proposed joint venture agreement are binding on all parties. The proposed Joint Venture Agreement contemplates that the agreement will stay in effect for so long as any part of the property or project is held in accordance with the agreement, unless earlier terminated by agreement of all parties.

Geological Report

We selected the Queen mineral property based upon a geological report prepared by our geological consultants firm. In the report, authored by Marvin Mitchell, P.Eng., it is recommended that we launch an initial exploration program on the Queen Claim which will cost us approximately $15,000 for Phase I (first year) of the exploration program and $16,000 for Phase II (second year). The terms of the Property Option Agreement require us to incur an additional $210,000 in mineral exploration expenses on the Queen Claim prior to July 31, 2010.

We have engaged the services of Mitchell Geological Services Inc. as our consulting geologist’s firm. Mr. Marvin Mitchell, P.Eng., of that firm has prepared a Geological Report on the Queen Claim. Upon the conclusion of both our first and second year exploration programs, we will engage the services of our consulting geologist to review the findings of exploration on the Queen Mineral Claim and to make recommendations, if any, with regard to future exploration programs.

 
Our consulting Geologist, Mr. Marvin Mitchell, is a graduate of the University of Montana’s Montana School of Mines where he obtained a Bachelor of Science in Geological Engineering (mining option) in 1968. He is a member of the Association of Professional Engineers and Geoscientists of British Columbia. He has practiced his profession continuously for the past 40 years.

The property that is the subject of the Queen Claim is undeveloped and does not contain any open-pit or underground mines which can be rehabilitated. There is no commercial production plant or equipment located on the property that is the subject of the mineral claim. There is no power supply to the mineral claim.

We have not commenced the first year exploration phase. Our exploration program is exploratory in nature and there is no assurance that mineral reserves will be found.  The details of the Geological Report are provided below.

Queen Mineral Claim

The Queen Claim is located within the Omineca Mining Division of British Columbia,
and is located at geographic coordinates Latitude: 55 deg 31’28’’N, and Longitude: 124 deg 06’36’’W. It is located about one-half mile upstream on Barite Creek where Barite Creek flows into the Manson River, and is to the south of the Manson River. The highway from the town of MacKenzie, located about 40 miles to the west, to the Kemess Mine, located about 50 miles to the northwest, runs along the north shore of the Manson River where the two streams join. An electrical power line follows the road.

Road access to the claim from the MacKenzie – Kemess Mine highway is by way of approximately 2 miles of unpaved logging roads. 4 wheel-drive vehicles are recommended for the unpaved portion of the access. The city of Prince George lies approximately 75 miles from the claim to the southeast. Prince George and the Queen Claim are shown on the map below:


GRAPHIC 1


The terrain is mountainous and the vegetation is typical of the central portion of the Province of British Columbia. There are extensive stands of Fir, Hemlock and Spruce, parts of which have been harvested while major portions of the Spruce forest have been killed by recent infestations of the Spruce bud worm. The logged areas are approximately 12 years old and are extensively covered with small bushes, shrubs and juvenile trees, all of which appear to be products of natural re-seeding. Barite Creek flows through the mineral claim. The claim is located about one-half mile upstream from where Barite Creek flows into the Manson River. The occurrence was first discovered and staked in 1966.

The Province of British Columbia owns the land covered by the Queen Claim. Currently, we are not aware of any native land claim that might affect the title to the mineral claim or to British Columbia’s title of the property. Although we are unaware of any situation that would threaten this claim, it is possible that a native land claim could be made in the future. The federal and provincial government policy at this time is to consult with all potentially affected native bands and other stakeholders in the area of any potential commercial production. If we should encounter a situation where a native person or group claims an interest in the Queen Claim, we may choose to provide compensation to the affected party in order to continue with our exploration work, or if such an option is not available, we may have to relinquish any interest that we hold in these claim.

 
As owner, it is Barry Price’s responsibility to keep the Queen Claim in good standing with the Province of British Columbia. Prior to the expiry dates, Mr. Price plans to file for an extension of the Queen Claim. In order to extend the expiry dates of a mineral claim, the government requires either (1) completion of exploration work on the mineral claim valued at an amount stipulated by the government and the payment of a filing fee; or (2) payment to the Province of British Columbia in lieu of completing exploration work to maintain the mineral claim. Currently, an exploration work value of approximately $1,840 is required during each of the first three years after the Queen Claim was acquired and an exploration work value of approximately $3,680 is required in subsequent years. In addition, we must pay a cash reporting fee of $0.16 per acre every time a report is filed.  For example, exploration expenditures on the Queen claim must be completed and filed with the Province in the amount of approximately $1,810 by January 27, 2009 plus a filing fee of approximately $184 or this entire amount must be paid to the Province of British Columbia by January 27, 2009. Similarly, with regard to the Queen Claim, exploration expenditures in the same amounts plus the annual filing fee of $184 as above must be completed and filed with the Province by the corresponding dates in 2010 and in 2011 or this amount must be paid to the province by those corresponding dates.  A maximum of ten years of work credit may be filed on a claim.  Incurring $241,000 in exploration expenses will result in an extension of the expiry dates of the mineral claim for the maximum of 10 additional years provided that a report and filing fee of approximately $184 is remitted to the Province of British Columbia.  In the event that no exploration work is completed and a filing fee is paid to the Province of British Columbia in lieu of completing exploration work, the expiry dates of the mineral claim can be extended only on an annual basis into perpetuity for a maximum of only 1 additional year.  If the required exploration work expenditure is not completed and filed with the Province in any year or if a payment is not made to the Province of British Columbia in lieu of the required work within this year, the mineral claim will lapse and title with revert to the Province of British Columbia.

Recommendations of Our Consulting Geologist

In order to evaluate the exploration potential of the Queen claim, our consulting geologist has recommended on site surface reconnaissance, mapping, sampling, and trenching to be followed by geochemical analyses of the samples to be taken.  The primary goal of the exploration program is to identify sites for additional mineral exploration.

Exploration Budget
Exploration Expenditure
Phase I
 
   
On site surface reconnaissance, mapping, sampling and trench site identification, including Geochemical analysis
$
15,000
     
Phase II
   
Mapping, sampling, trench site identification, and backhoe trenching including Geochemical analysis
$
16,000
     
Total, Phases I and II
$
31,000
 

Geological Reporting
Reporting Expenditure
   
Initial Geological Report
$
2,000
     
Phase I
   
Data compilation and report preparation
$
1,000
     
Phase II
   
Data compilation and report preparation
$
2,000
     
Total Geological Reporting
$
5,000

While we have not commenced the field work phase of our initial exploration program, we intend to proceed with the initial exploratory work as recommended.  We expect that Phase I will begin in the Fall of 2008, with Phase II to begin in the Fall of 2009.  Upon our review of the results, we will assess whether the results are sufficiently positive to warrant additional phases of the exploration program.  We will make the decision to proceed with any further programs based upon our consulting geologist’s review of the results and recommendations.  In order to complete significant additional exploration beyond the currently planned Phase I and Phase II, we will need to raise additional capital.

 
Competition

The mineral exploration industry, in general, is intensely competitive and even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves.

Most companies operating in this industry are more established and have greater resources to engage in the production of mineral claims.  We were incorporated on June 4, 2008 and our operations are not well-established.  Our resources at the present time are limited.  We may exhaust all of our resources and be unable to complete full exploration of the Queen Claim.  There is also significant competition to retain qualified personnel to assist in conducting mineral exploration activities.   If a commercially viable deposit is found to exist and we are unable to retain additional qualified personnel, we may be unable to enter into production and achieve profitable operations.  These factors set forth above could inhibit our ability to compete with other companies in the industry and enter into production of the mineral claim if a commercial viable deposit is found to exist.

Numerous factors beyond our control may affect the marketability of any substances discovered.  These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result our not receiving an adequate return on invested capital.

Compliance with Government Regulation

If we progress to the production phase, production of minerals in the Province of British Columbia will require prior approval of applicable governmental regulatory agencies. We cannot be certain that such approvals will be obtained.  The cost and delay involved in attempting to obtain such approvals cannot be known in advance.

The main agency that governs the exploration of minerals in the Province of British Columbia, Canada, is the Ministry of Energy and Mines.

The Ministry of Energy and Mines manages the development of British Columbia's mineral resources, and implements policies and programs respecting their development while protecting the environment. In addition, the Ministry regulates and inspects the exploration and mineral production industries in British Columbia to protect workers, the public and the environment.

The material legislation applicable to IRC is the Mineral Tenure Act, which is administered by the Mineral Titles Branch of the Ministry of Energy and Mines. The initial phase of our exploration program will consist of the assay analysis of rock samples and a geological ground survey. The practice in British Columbia under this act has been to request permission for such a program in a letter to the B.C. Ministry of Energy and Mines. Permission is usually granted within one week. Should the Phase II exploration program be undertaken, it would be intended to refine information garnered in the first phase employing the same methods of exploration.

 
The B.C. Ministry of Energy and Mines administers the Mines Act, the Health, Safety and Reclamation Code, and the Mineral Exploration Code. Ongoing exploration programs likely will be expanded to include activities such as line cutting, machine trenching and drilling. In such circumstance, a reclamation deposit is usually required in the amount of $3,000 to $5,000. The process of requesting permission and posting the deposit usually takes about 2 weeks. The deposit is refundable upon a Ministry of Energy and Mines inspector’s determination that the exploration program has resulted in no appreciable disturbance to the environment.

The Mineral Tenure Act and its regulations govern the procedures involved in the location, recording and maintenance of mineral and placer titles in British Columbia.  The Mineral Tenure Act also governs the issuance of mining leases, which are long term entitlements to minerals, designed as production tenures. At this phase in the process, a baseline environmental study would have to be produced. Such a study could take many months and cost in excess of $100,000.

All mineral exploration activities carried out on a mineral claim or mining lease in British Columbia must be in compliance with the Mines Act.  The Mines Act applies to all mines during exploration, development, construction, production, closure, reclamation and abandonment. Additionally, the provisions of the Health, Safety and Reclamation Code for mines in British Columbia contain standards for employment, occupational health and safety, accident investigation, work place conditions, protective equipment, training programs, and site supervision.  Also, the Mineral Exploration Code contains standards for exploration activities including construction and maintenance, site preparation, drilling, trenching and work in and about a water body.

Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program.  If the exploration activities require the falling of timber, then either a free use permit or a license to cut must be issued by the Ministry of Forests.  Items such as waste approvals may be required from the Ministry of Environment, Lands and Parks if the proposed exploration activities are significantly large enough to warrant them.

We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken.  Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible.  Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities.  Environmental remediation refers to the physical activity of taking steps to remediate, or remedy any environmental damage caused such as refilling trenches after sampling or cleaning up fuel spills.  Our initial exploration program does not require any reclamation or remediation because of minimal disturbance to the ground.  The amount of these costs is not known at this time because we do not know the extent of the exploration program we will undertake, beyond completion of the recommended exploration phases described above, or if we will enter into production on the property. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially commercially-viable deposit is discovered.

 
Employees

We have no employees as of the date of this prospectus other than our president and CEO, Mr. Bygdnes. We conduct our business largely through agreements with consultants and other independent third party vendors. We do not anticipate hiring additional employees over the next twelve months.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Environmental Laws

We have not incurred and do not anticipate incurring any expenses associated with environmental laws during the exploratory phases of our operations.

Subsidiaries

We do not have any subsidiaries other than IRC Exploration Ltd.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

Legal Proceedings

We are not currently a party to any legal proceedings. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Our agent for service of process in Nevada is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, Reno, NV, 89501.
 
Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock .

There is presently no public market for our common stock.  We anticipate making an application for trading of our common stock on the FINRA over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  We can provide no assurance that our shares will be traded on the bulletin board, or if traded, that a public market will materialize.

 
The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask  price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

Currently, we have forty-two (42) holders of record of our common stock.

New Rule 144

All of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available.  The SEC has adopted final rules amending Rule 144 which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined
 
 
in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at anytime previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

At the present time, we are classified as a “shell company” under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act. As such, all restricted securities presently held by the founders of our company may not be resold in reliance on Rule 144 until: (1) we file Form 10 information with the SEC when we cease to be a “shell company”; (2) we have filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934; and (ii) enable our common stock to be traded on the FINRA over-the-counter bulletin board.  We plan to file a Form 8-A registration statement with the Commission to cause us to become a reporting company with the Commission under the 1934 Act. We must be a reporting company under the 1934 Act in order that our common stock is eligible for trading on the FINRA over-the-counter bulletin board.  We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our common stock if our common stock is approved for trading on a recognized market for the trading of securities in the United States.

We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors.  In the near future, in order for us to continue with our mineral exploration program, we will need to raise additional capital.  We believe that obtaining reporting company status under the 1934 Act and trading on the OTCBB should increase our ability to raise these additional funds from investors.
 
 
Plan of Operations

We were incorporated on June 4, 2008, under the laws of the state of Nevada.  We hold an option to acquire an 85% interest in the Queen claim, located in the Omineca district of central British Columbia, Canada.  Mr. Harry Bygdnes is our President, CEO, Secretary, Treasurer, and sole director.

Our business plan is to proceed with the exploration of the Queen claim to determine whether there are commercially exploitable reserves of gold or other metals on the claim.  We intend to proceed with the initial exploration program as recommended by our consulting geologist. Phase I of the recommended geological program will cost a total of approximately $15,000. We had $103,286 in working capital as of July 31, 2008.  Our plan of operations for the twelve months following the date of this prospectus is to complete Phase I of the recommended exploration program on the Queen Claim.

Phase I consists of on-site surface reconnaissance, mapping, sampling, and geochemical analyses.   This phase of the program will cost approximately $15,000.  We anticipate commencing this phase of exploration in the Fall of 2008.

In the next 12 months, we also anticipate spending an additional $20,000 on administrative expenses, including fees payable in connection with the filing of this registration statement and complying with reporting obligations, and $12,000 to our President, Mr. Bydgnes, in accordance with a Corporate Management Services Agreement between us and Mr. Bygdnes (attached as Exhibit 10.2).

Thus, total expenditures over the next 12 months are therefore expected to be approximately $47,000.

Once we receive the analyses of our Phase I exploration program, our board of directors, in consultation with our consulting geologist will assess whether to proceed with additional mineral exploration programs.  In making this determination to proceed with a further exploration, we will make an assessment as to whether the results of the initial program are sufficiently positive to enable us to proceed.  This assessment will include an evaluation of our cash reserves after the completion of the initial exploration, the price of minerals, and the market for the financing of mineral exploration projects at the time of our assessment.

In the event our board of directors, in consultation with our consulting geologist, chooses to conduct the Phase II mineral exploration program beyond the initial program, we have sufficient funding on hand to do so. While we have sufficient funds on hand to cover the currently planned Phase I and Phase II exploration costs, we will require additional funding in order to undertake further exploration programs on the Queen claim and to cover all of our anticipated administrative expenses.
 
 
Phase II would entail further on-site surface reconnaissance, mapping, sampling, geochemical analyses and backhoe trenching based on the outcome of the Phase I exploration program.  The Phase II program will cost approximately $16,000.  We anticipate commencing this phase in the Fall of 2009.

In the event that exploration programs beyond our planned Phase II program are undertaken on the Queen Claim, we anticipate that additional funding will be required in the form of equity financing from the sale of our common stock and from loans from our director.  We cannot provide investors with any assurance, however, that we will be able to raise sufficient funding from the sale of our common stock to fund all of our anticipated expenses.  We do not have any arrangements in place for any future equity financing.  We believe that outside debt financing will not be an alternative for funding exploration programs on the Queen Claim. The risky nature of this enterprise and lack of tangible assets other than our mineral claim places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.

In the event the results of our initial exploration program proves not to be sufficiently positive to proceed with further exploration on the Queen claim, we intend to seek out and acquire interests in additional mineral exploration properties which, in the opinion of our consulting geologist, offer attractive mineral exploration opportunities.  Presently, we have not given any consideration to the acquisition of other exploration properties because we have not yet commenced our initial exploration program and have not received any results.

During this exploration stage Mr. Bygdnes, our President, will only be devoting approximately five to ten hours per week of his time to our business.  We do not foresee this limited involvement as negatively impacting our company over the next twelve months as all exploratory work is being performed by outside consultants.  If, however, the demands of our business require more business time of Mr. Bygdnes for activities such as raising additional capital or addressing unforeseen issues with regard to our exploration efforts, he is prepared to devote more time to our business. However, he may not be able to devote sufficient time to the management of our business, as and when needed.

Off Balance Sheet Arrangements

As of July 31, 2008, there were no off balance sheet arrangements.

Significant Equipment

We do not intend to purchase any significant equipment for the next twelve months.

Results of Operations for Fiscal Year Ending July 31, 2008

We did not earn any revenues from inception through the fiscal year ending July 31, 2008.  We do not anticipate earning revenues until such time that we exercise our option and enter into commercial production of the Queen Claim.  We are presently about to begin the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on the Queen Claim, or if such resources are discovered, that we will enter into commercial production.

 
We incurred operating expenses in the amount of $9,089 from our inception on June 4, 2008, until July 31, 2008. These operating expenses consisted of general and administrative expenses, including professional fees and foreign exchange losses.  We anticipate our operating expenses will increase as we undertake our plan of operations.  The increase will be attributable to undertaking our geological exploration program and the professional fees that we will incur in connection with the filing of a registration statement with the Securities Exchange Commission under the Securities Act of 1933.  We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

As of July 31, 2008, we had cash of $116,300 and operating capital of $103,286.

We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration activities beyond those planned for the current fiscal year.  For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Changes In and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

Directors, Executive Officers, Promoters And Control Persons

Our sole executive officer and director and his age as of October 3, 2008 is as follows:

Name
Age
Position(s) and Office(s) Held
Harry Bygdnes
68
President, Chief Executive Officer, Chief Financial Officer, and Director

Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Harry Bygdnes .  Mr. Bygdnes is our CEO, CFO, President, Secretary, Treasurer and sole director. Mr. Bygdnes is the President and Director of County Line Energy Corp., a Nevada corporation which owns oil and gas assets in Alberta. In 1988 Mr. Bygdnes and a partner acquired the rights to a patented ice replacement product, whereupon he formed Cryopak Industries Ltd. Mr. Bygdnes acted as President and CFO for 12 years prior to retiring to the position of Chairman of the company.  Mr. Bygdnes holds a BSc. in Physics and Mathematics from the University of British Columbia.

 
Directors

Our bylaws authorize no less than one (1) director.  We currently have one Director.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

Harry Bygdnes is our only employee.

We conduct our business through agreements with consultants and arms-length third parties. Current arrangements in place include the following:

1.  
A verbal agreement with our consulting geologist provides that he will review all of the results from the exploratory work performed upon the site and make recommendations based on those results in exchange for payments equal to the usual and customary rates received by geologist firms performing similar consulting services.

2.  
Verbal agreements with our accountants to perform requested financial accounting services.

3.  
Written agreements with auditors to perform audit functions at their respective normal and customary rates.

Executive Compensation

Compensation Discussion and Analysis

Ibex has and will have the need for accounting, administrative, management, and corporate record-keeping services from time to time, but has determined that it is not cost effective to maintain the infrastructure associated therewith. Hence the company entered into a Corporate Management Services Agreement with Mr. Bygdnes whereby he has agreed to provide these services for us.

In addition, Mr. Bygdnes holds substantial ownership in the Company and is motivated by a strong entrepreneurial interest in developing our operations and potential revenue base to the best of his ability.   As our business and operations expand and mature, we may expand our compensation package designed to attract, retain and motivate talented executives.
 
 
Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for the period from inception (June 4, 2008) through July 31, 2008, for all services rendered to us.

SUMMARY COMPENSATION TABLE
Name
and
principal
position
Year
Salary
($)
Bonus
($)
Stock Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)
Total
($)
Harry Bygdnes,
CEO, CFO, President, Secretary-Treasurer
2008
 
 
$1,000
 
0
 
0
 
0
 
0
 
0
 
0
 
0


Narrative Disclosure to the Summary Compensation Table

Our named executive officer receives $1,000 per month with respect to a Corporate Management Service Agreement with the company. In addition he is entitled to be reimbursed for expenses incurred on behalf of the company.

The term of the agreement is on a month-to-month basis, and will terminate upon the date, if any, upon which the Prospectus of the company becomes effective.

Outstanding Equity Awards At Fiscal Year-end Table

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of July 31, 2008.

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 Shares
of
Stock That
Have
Not
Vested
(#)
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)
Equity
Incentive
 Plan
Awards:
 Number
of
Unearned
 Shares,
Shares or
Other
Rights
That Have
 Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Shares or
Other
Rights
That
Have Not
 Vested
(#)
Harry Bygdnes
0
0
0
0
0
0
0
0
0

There were no grants of stock options since inception to the date of this Prospectus.

 
Compensation of Directors Table

The table below summarizes all compensation paid to our directors for the period from inception (June 4, 2008) through July 31, 2008.

DIRECTOR COMPENSATION
Name
 
Fees Earned or
Paid in
Cash
($)
 
 
Stock Awards
($)
 
 
Option Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
Non-Qualified
Deferred
Compensation
Earnings
($)
 
All
Other
Compensation
($)
 
 
 
Total
($)
Harry  Bygdnes
0
0
0
0
0
0
0
 
Narrative Disclosure to the Director Compensation Table

Our directors do not currently receive any compensation from the Company for their service as members of the Board of Directors of the Company.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of July 31, 2008, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 11,100,000 shares of common stock issued and outstanding on July 31, 2008.
 
Title of class
Name and address of beneficial owner
Amount of beneficial ownership
Percent of class*
       
Common
Harry Bygdnes       307 - 15 th Street, N.W., Calgary, Alberta
6,000,000
54.05%
       
Common
Total all executive officers and directors
6,000,000
54.05%
       
Common
5% Shareholders
   
 
None
   

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

 
The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Certain Relationships and Related Transactions

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

·  
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.
 
 
Available Information

We have filed a registration statement on form S1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company.  We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C.  Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.  Please Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.  The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy Statements and information regarding registrants that files electronically with the Commission.  Our registration statement and the referenced exhibits can also be found on this site.

If we are not required to provide an annual report to our security holders, we intend to still voluntarily do so when otherwise due, and will attach audited financial statements with such report.

Dealer Prospectus Delivery Obligation

Until ________________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
 
Financial Statements

Index to Financial Statements:

Audited financial statements for the period from June 4, 2008 (Date of Inception) through July 31, 2008:

   
   
   
   
   

 
GRAPHIC 8
 
BDO Dunwoody LLP
Chartered Accountants
#604 – 750 West Pender Street
Vancouver, BC, Canada V6C 2T7
Telephone:  (604) 689-0188
Fax:  (604) 689-9773
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
IBEX Resources Corp.
(A Pre-exploration Stage Company)

We have audited the accompanying balance sheet of IBEX Resources Corp. (the “Company”) (A Pre-exploration Stage Company) as of July 31, 2008 and the related statements of operations and comprehensive loss, cash flows and stockholders' equity for the period from June 4, 2008 (Date of Inception) to July 31, 2008.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provide a reasonable basis for our opinion.

In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of IBEX Resources Corp. as of July 31, 2008 and the results of its operations and its cash flows for the period from June 4, 2008 (Date of Inception) to July 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

“(Signed) BDO Dunwoody LLP

Chartered Accountants
 
   
Vancouver, Canada
 
September 29, 2008
 

BDO Dunwoody LLP is a L im it ed Liability Partnership r egiste r ed in Onta r io

IBEX RESOURCES CORP.
(A Pre-exploration Stage Company)
July 31, 2008
( Stated in US Dollars )

ASSET
 
July 31,
2008
   
Current
 
Cash
$ 116,300
Prepaid expenses
  142
     
  $ 116,442
     
LIABILITIES
   
     
Current
   
Accounts payable and accrued liabilities
$ 10,956
Due to related party – Note 4
  2,200
     
    13,156
     
STOCKHOLDERS’ EQUITY
   
     
 
   
Preferred stock, $0.001 par value 10,000,000   shares authorized, none outstanding
 
Common stock, $0.001 par value – Note 5 90,000,000 shares authorized, 11,100,000 shares issued
  11,100
Additional paid in capital
  101,275
Deficit accumulated during the pre-exploration stage
  (9,089)
     
    103,286
     
  $ 116,442
 
Nature of Operations – Note 1
   
Ability to Continue as a Going Concern – Note 2    
Commitment – Note 7
   
Subsequent Events – Note 8    
 
SEE ACCOMPANYING NOTES
 
IBEX RESOURCES CORP.
(A Pre-exploration Stage Company)
for the period June 4, 2008 (Date of Inception) to July 31, 2008
( Stated in US Dollars )

 
June 4,
2008
(Date of
Inception) to
July 31,
2008
   
Expenses
 
Accounting and audit
$ 788
Bank charges
  33
Foreign exchange loss
  3,266
Legal fees
  3,802
Management fees – Note 4
  1,000
Office expenses
  200
     
Net loss and comprehensive loss for the period
$ (9,089)
     
Basic and diluted loss per share
$ (0.00)
     
Weighted average number of shares outstanding
  4,736,842
 
SEE ACCOMPANYING NOTES
 
IBEX RESOURCES CORP.
(A Pre-exploration Stage Company)
for the period June 4, 2008 (Date of Inception) to July 31, 2008
( Stated in US Dollars )

 
June 4,
2008
(Date of
Inception) to
July 31,
2008
   
Cash Flows used in Operating Activities
 
Net loss for the period
$ (9,089)
Changes in non-cash working capital items:
   
Prepaid expenses
  (142)
Accounts payable and accrued liabilities
  10,956
     
Net cash provided by operating activities
  1,725
     
Cash Flows from Financing Activities
   
Capital stock issued
  112,375
Due to related party
  2,200
     
Net cash provided by financing activities
  114,575
     
Increase in cash during the period
  116,300
     
Cash, beginning of the period
  -
     
Cash, end of the period
$ 116,300
 
SEE ACCOMPANYING NOTES
 
IBEX RESOURCES CORP.
(A Pre-exploration Stage Company)
for the period from June 4, 2008 (Date of Inception) to July 31, 2008
( Stated in US Dollars )

 
Common Shares
 
Additional
Paid In
 
Deficit
Accumulated
During the
Pre-exploration
   
 
Number
 
Cash
 
Capital
 
Stage
 
Total
                   
Capital stock issued for cash:
– at $0.008
– at 0.014
  6,000,000   $ 6,000   $ 42,000   $ -   $ 48,000
    5,100,000     5,100     66,300     -     71,400
Less: commission
  -     -     (7,025)     -     (7,025)
Net loss for the period
  -     -     -     (9,089)     (9,089)
                             
Balance July 31, 2008
  11,100,000   $ 11,100   $ 101,275   $ (9,089)   $ 103,286

SEE ACCOMPANYING NOTES
 
IBEX RESOURCES CORP.
(A Pre-exploration Stage Company)
July 31, 2008
( Stated in US Dollars )


Note 1
Nature of Operations

The Company was incorporated in the state of Nevada, United States of America on June 4, 2008.  The Company is a pre-exploration stage company and was formed for the purpose of acquiring exploration and development stage mineral properties.  The Company’s year-end is July 31.

The Company intends on exploring its mineral property and has not yet determined the existence of economically recoverable reserves.  The recoverability of amounts incurred on its mineral property is dependent upon the existence of economically recoverable reserves in its mineral property, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete their development, and the attainment and maintenance of future profitable production or disposition thereof.

The Company intends to file an initial public offering with the Securities Exchange Commission in the United States.
 
Note 2                  Ability to Continue as a Going Concern

 
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Note 3                  Summary of Significant Accounting Policies

 
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are stated in US dollars.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.

 
The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Ibex Resources Corp.
(A Pre-Exploration Stage Company)
Notes to the Financial Statements
July 31, 2008
( Stated in US Dollars )
 
Note 3              Summary of Significant Accounting Policies – (cont’d)

Pre-exploration Stage Company

The Company is a pre-exploration stage company as defined in the Statement of Financial Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting By Development Stage Enterprises” and The Securities and Exchange Commission Exchange Act Guide 7.  All losses accumulated since inception have been considered as part of the Company’s pre-exploration stage activities.

Cash

 
Cash consists of all highly liquid investments that are readily convertible to cash within 90 days when purchased.

Mineral Property

Costs of lease, acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.

Financial Instruments

The carrying value of the Company’s financial instruments, consisting of cash, accounts payable and accrued liabilities and due to related party which approximate their fair value due to the short term maturity of such instruments.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.

Foreign Currency Translation

The Company’s functional currency is the Canadian dollar as substantially all of the Company’s operations are in Canada.  The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”) in accordance with the SFAS No. 52 “Foreign Currency Translation”.

Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Accumulated Other Comprehensive Income account in Stockholder’s Equity, if applicable.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  Any exchange gains and losses are included in the Statement of Operations and Comprehensive Loss.
 
Ibex Resources Corp.
(A Pre-Exploration Stage Company)
Notes to the Financial Statements
July 31, 2008
( Stated in US Dollars )
 
Note 3             Summary of Significant Accounting Policies – (cont’d)

Income Taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to SFAS No. 109 “Accounting for Income Taxes”.  Under the assets and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share

The Company reports basic loss per share in accordance with SFAS No. 128, “Earnings Per Share”.  Basic loss per share is computed using the weighted average number of shares outstanding during the period.  Fully diluted earnings (loss) per share are computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).  Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.  Diluted loss per share has not been provided as it would be anti-dilutive.

Comprehensive Income

Under SFAS 130, “Reporting Comprehensive Income”, the Company is required to report comprehensive income, which includes net loss as well as changes in equity from non-owner sources.

Newly Adopted Accounting Standards

 
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”.  This Statement defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure related to the use of fair value measures in financial statements.  SFAS 157 is effective for fiscal years beginning after November 15, 2007, unless partially or fully deferred by the FASB.  The adoption of SFAS No. 157 did not have a material impact on the Company’s financial position, results of operations or cash flows.

Ibex Resources Corp.
(A Pre-Exploration Stage Company)
Notes to the Financial Statements
July 31, 2008
( Stated in US Dollars )
 
Note 3             Summary of Significant Accounting Policies – (cont’d)

Newly Adopted Accounting Standards – (cont’d)

On February 15, 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities”.  This Statement establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities.  SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  The adoption of SFAS No. 159 did not have a material impact on the Company’s financial position, results of operations or cash flows.

New Accounting Standards

In December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”. SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquire.

The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  The guidance will become effective for the first fiscal year beginning after December 15, 2008.  The management is in the process of evaluating the impact SFAS 141 (Revised) will have on the Company’s financial statements upon adoption.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”.  The standard requires all entities to report noncontrolling (minority) interests as equity in consolidated financial statements.  SFAS No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions.  The Company is currently reviewing the guidance, which is effective for fiscal years beginning after December 15, 2008, to determine the potential impact, if any, on its consolidated financial statements.

In March 2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, an amendment of FASB Statement No. 133, which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under SFAS No. 133 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on financial position, financial performance and cash flows.  SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008.  The adoption of SFAS 161 should have no effect on the financial position and results of operations of the Company.
 
Ibex Resources Corp.
(A Pre-Exploration Stage Company)
Notes to the Financial Statements
July 31, 2008
( Stated in US Dollars )
 
Note 4
Related Party Transactions

The amount due to related party is due to the Company’s president for unpaid advances and management fees and is unsecured, non-interest bearing and has no specific terms for repayment.

On June 16, 2008 the Company received and accepted a subscription to purchase 6,000,000 common shares at $0.008 per share for aggregate proceeds of $48,000 from Company’s president.  The subscription agreement permitted the Company to accept US$48,000 or CDN$48,000 in full settlement of the share subscription.  The share subscription was settled in Canadian dollars.  On June 16, 2008 the shares were issued.

During the period ended July 31, 2008, the Company incurred $1,000 of management fees charged by the Company’s president.

Note 5                  Capital Stock

a)       Authorized:

10,000,000 preferred shares with a par value of $0.001.
90,000,000 common shares with a par value of $0.001.

b)  
Issued:

 
On June 16, 2008, the Company issued 6,000,000 common shares to the Company’s president at $0.008 per share for total proceeds of $48,000.

On July 31, 2008, the Company issued 5,100,000 common shares at $0.014 per share for total proceeds of $71,400 pursuant to a private placement.  The Company paid commissions of $7,025 for net proceeds of $64,375
 
Ibex Resources Corp.
(A Pre-Exploration Stage Company)
Notes to the Financial Statements
July 31, 2008
( Stated in US Dollars )
Note 6
Income Taxes

 
A reconciliation of the income tax provision computed at statutory rates to the reported tax provision is as follows:

 
June 4,
2008 (Date
of Inception) to
July 31,
2008
   
Basic statutory and provincial income tax rate
  34.0%
     
Approximate loss before income taxes
$ 9,000
     
Expected approximate tax recovery on net loss, before income tax
$ 3,100
Valuation allowance
  (3,100)
     
Future income tax recovery
$ -

Significant components of the Company’s future tax assets and liabilities are as follows:

 
June 4,
2008 (Date
of Inception) to
July 31,
2008
   
Future income tax assets
 
Non-capital losses carried forward
$ 3,100
Less: valuation allowance
  (3,100)
     
Future income tax assets
$ -

At July 31, 2008, the Company has incurred accumulated non-capital losses totalling approximately $9,000 which is available to reduce taxable income in future taxation years.  This loss expires beginning in 2028.

Note 7
Commitment

On July 1, 2008, the Company entered into a Corporate Management Services Agreement with the Company president for Management Services.  Pursuant to the agreement the president will receive $1,000 per month plus expenses for services rendered.  The agreement may be terminated by either party upon 30 days written notice.
 
Ibex Resources Corp.
(A Pre-Exploration Stage Company)
Notes to the Financial Statements
July 31, 2008
( Stated in US Dollars )

 
Note 8
Subsequent Events

a)  
On August 1, 2008, the Company incorporated a wholly-owned subsidiary, IRC Exploration Ltd, (“IRC”), in the province of Alberta, Canada for the purpose of mineral exploration in Canada.

b)  
On August 11, 2008, IRC entered into a property option agreement whereby IRC was granted an option to earn up to an 85% interest in one mineral claim (the “Queen” claim) consisting of 457.7 hectares located in the Omineca Mining Division of British Columbia.  The option agreement is denominated in Canadian dollars.  Consideration for the option is cash payments totalling CDN$54,000 (US$52,745) and aggregate exploration expenditures of CDN$241,000 (US$235,398) as follows:

i)  
Cash payments as follows:

·  
CDN$2,000 (US$1,954) upon execution of the Option agreement;
·  
CDN$2,000 (US$1,954) on or before July 31, 2009;
·  
CDN$50,000 (US$48,838) on or before July 31. 2010.

 
ii)
Exploration expenditures of CDN$15,000 (US$14,651) on or before July 31, 2009, CDN$31,000 (US$30,279) in aggregate on or before June 31, 2010; CDN$241,000 (US$235,398) in aggregate on or before July 31, 2011.

In August 2008, the Company made option payments of CDN$2,000 (US$1,954), and incurred exploration expenditures of CDN$12,000 (US$11,721).

Upon earning its 85% interest in the option, the Company shall enter into a joint venture agreement to develop and operate the property.
 
 
Part II

Information Not Required In the Prospectus

Item 13. Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:
 
Securities and Exchange Commission registration fee
$ 35.08
Federal Taxes
$ 0
State Taxes and Fees
$ 0
Listing Fees
$ 0
Printing and Engraving Fees
$ 0
Transfer Agent Fees
$ 0
Accounting fees and expenses
$ 4,500
Legal fees and expenses
$ 12,000
     
Total
$ 16,535.08

All amounts are estimates, other than the Commission's registration fee.

We are paying all expenses of the offering listed above.  No portion of these expenses will be borne by the selling shareholders.  The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 14. Indemnification of Directors and Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation.  Our articles of incorporation do not contain any limiting language regarding director immunity from liability.  Excepted from this immunity are:

1.  
a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

2.  
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);

3.  
a transaction from which the director derived an improper personal profit; and
 
 
4.  
willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

1.  
such indemnification is expressly required to be made by law;

2.  
the proceeding was authorized by our Board of Directors;

3.  
such indemnification is provided by us, in our sole discretion, pursuant to the powers  vested in us under Nevada law; or;

4.  
such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.
 
Item 15. Recent Sales of Unregistered Securities

We issued 6,000,000 shares of common stock on June 17, 2008 to our sole officer and director, Harry Bygdnes, at a price of $0.008 per share.  The total proceeds received from this offering were $48,000.  These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.  We did not engage in any general solicitation or advertising.
 
We completed an offering of 5,100,000 shares of our common stock at a price of $0.014 per share to a total of forty-one (41) purchasers on July 31, 2008.  The total amount we received from this offering was $71,400.  The identity of the purchasers from this offering is included in the selling shareholder table set forth above.  We completed both of these offerings pursuant Rule 903(C)(3) of Regulation S of the Securities Act of 1933.

 
Item 16. Exhibits
 
Exhibit Number
Description
5.1
Opinion of David Jennings, Esq., with consent to use

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:  (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of 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 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

 
(a) If the Company is relying on Rule 430B:

i. Each prospectus filed by the Company pursuant to Rule 424(b)(3) shall be deemed  to be  part of the  registration  statement  as of the  date  the  filed prospectus was deemed part of and included in the registration statement; and

ii.  Each  prospectus  required  to be filed  pursuant  to Rule  424(b)(2), (b)(5),  or (b)(7) as part of a registration  statement in reliance on Rule 430B relating to an offering made pursuant to Rule  415(a)(1)(i),  (vii),  or (x) for the  purpose of  providing  the  information  required  by section  10(a) of the Securities  Act shall be deemed to be part of and  included in the  registration statement  as of the earlier of the date such form of  prospectus  is first used after  effectiveness  or the date of the first contract of sale of securities in the  offering  described  in the  prospectus.  As  provided  in Rule  430B,  for liability  purposes  of the  issuer  and any  person  that  is at  that  date an underwriter,  such  date  shall  be  deemed  to be a new  effective  date of the registration  statement relating to the securities in the registration statement to which that  prospectus  relates,  and the offering of such securities at that time shall be deemed to be the initial  bona fide  offering  thereof;  provided, however,  that no statement made in a registration  statement or prospectus that is part of the  registration  statement  or made in a document  incorporated  or deemed  incorporated by reference into the registration  statement or prospectus that is part of the  registration  statement will, as to a purchaser with a time of  contract  of sale  prior to such  effective  date,  supersede  or modify any statement  that was made in the  registration  statement or prospectus  that was part of the  registration  statement  or made in any such  document  immediately prior to such effective date; or

(b) If the Company is subject to Rule 430C:

Each  prospectus  filed  pursuant to Rule 424(b) as part of a  registration statement relating to an offering, other than registration statements relying on Rule 430B or other than  prospectuses  filed in reliance on Rule 430A,  shall be deemed to be part of and included in the  registration  statement as of the date it is first used after effectiveness;  provided, however, that no statement made in a  registration  statement  or  prospectus  that is part of the  registration statement or made in a document incorporated or deemed incorporated by reference into the  registration  statement or prospectus that is part of the registration statement  will, as to a purchaser with a time of contract of sale prior to such first use,  supersede or modify any statement that was made in the  registration statement or prospectus that was part of the  registration  statement or made in any such document  immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:  The undersigned registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered
 
 
or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer and sell such securities to the purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)  Insofar as Indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provision, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 

SIGNATURES

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Calgary, Alberta, Canada, on October 3, 2008.
 
 
 
IBEX RESOURCES CORP.
   
 
By:  /s/ Harry Bygdnes
 
        Harry Bygdnes  
 
        President, Chief Executive Officer,  Chief Financial Officer,  Principal Accounting Officer and  sole Director
 
 
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harry Bygdnes as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.
 
By:  /s/ Harry Bygdnes
 
        Harry Bygdnes  
 
        President, Chief Executive Officer,  Chief Financial Officer,  Principal Accounting Officer and  sole Director
          October 3, 2008

ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 
Articles of Incorporation
 
 (PURSUANT TO NRS 78)
 
   
ABOVE SPACE IS FOR OFFICE USE ONLY
1.
Name of Corporation:
Ibex Resources Corp. 
     
2.
Resident Agent
Name and Street Address:
(must be a Nevada address where process may be served)
The Nevada Agency and Trust Company  
 
Name
     
  50 West Liberty Street  Reno   NV 89501  
 
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:  100,000,000
Par value: $0.001
 
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.  Harry Bygdnes
 
Name
         
  100, 111-5 Avenue, SW, Suite 201  Calgary  Alberta  T20 3Y6 
 
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)
Harry Bygdnes   /s/Harry Bygdnes  
 
Name
Signature
         
  100, 111-5 Avenue, SW, Suite 201    Calgary   Alberta   T20 3Y6 
    Street Address City  State  Zip Code 
7.
Certificate of
Acceptance of
Appointment of
Resident Agent:
I hereby accept appointment as Resident Agent for the above named corporation.
  /s/Nevada Agency & Trust  June 2, 2008  
 
Authorized Signature of R.A. or On Behalf of R.A. Company
Date
 
This form must be accompanied by appropriate fees.
Nevada Secretary of State Form 78 Articles 2007
 
Revised on: 01/01/07
 

 
ARTICLES OF INCORPORATION
 
OF
 
IBEX RESOURCES CORP.
 
 
ARTICLE I
NAME
 
The name of the corporation shall be Ibex Resources Corp. (hereinafter, the “Corporation”).
 
ARTICLE II
REGISTERED OFFICE
 
The initial office of the Corporation shall be 100,111-5 Avenue, SW, Suite 201, Calgary, Alberta T2P 3Y6 .  The initial registered agent of the Corporation shall be The Nevada Agency and Trust Company at 50 West Liberty Street, Suite 880, Reno, Nevada 89501.  The Corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.
 
 
ARTICLE III
CAPITAL STOCK
 
Section 1.     Authorized Shares.     The aggregate number of shares which the Corporation shall have authority to issue is one hundred million (100,000,000) shares, consisting of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with all of such shares having a par value of $.001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is ninety million (90,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is ten million (10,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this Article III.
 
Section 2.     Common Stock.     
 
(a)     Dividend Rate.     Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided by these Articles of Incorporation, as amended from time to time (hereinafter, the " Articles ") or the Nevada Revised Statues (hereinafter, the “ NRS ”), the holders of Common Stock shall be entitled to receive dividends when, as and if declared by the board of directors out of assets legally available therefor.
 
(b)     Voting Rights.     Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.
 
(c)     Liquidation Rights.     In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation's assets, the Common Stock and any shares
 

 
of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Corporation's assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.
 
(d)     No Conversion, Redemption, or Preemptive Rights.     The holders of Common Stock shall not have any conversion, redemption, or preemptive rights.
 
(e)     Consideration for Shares.     The Common Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.
 
Section 3.     Preferred Stock.     
 
(a)     Designation.     The board of directors is hereby vested with the authority from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles, and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting the generality of the foregoing: the voting rights relating to the shares of Preferred Stock of any series (which voting rights, if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference or relation of such dividends to dividends payable on any other class or series of capital stock; the rights of holders of Preferred Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation; the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable); whether the shares of any series of Preferred Stock shall be subject to redemption by the Corporation and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights may be made dependent upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the fact or event may operate on such series is stated in the Articles or resolution. As used in this section "fact or event" includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, government, governmental agency or political subdivision of a government. The board of directors is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. Unless the board of directors provides to the contrary in the resolution which fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of the holders of any outstanding Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required for the issuance of any new series of Preferred Stock regardless of whether the rights and preferences of the new series of Preferred Stock are senior or superior, in any way, to the outstanding series of Preferred Stock or the Common Stock.
 
(b)     Certificate.     Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of the resolution or resolutions of the board of directors, and establishing the voting powers, designations, preferences, the relative,
 

 
participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the shares of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized by the board of directors to be issued shall be made and signed by an officer of the corporation and filed in the manner prescribed by the NRS.
 
Section 4.     Non-Assessment of Stock.     The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles shall not be amended in this particular. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.
 
ARTICLE IV
DIRECTORS AND OFFICERS
 
Section 1.     Number of Directors.     The members of the governing board of the Corporation are styled as directors. The board of directors of the Corporation shall be elected in such manner as shall be provided in the bylaws of the Corporation. The board of directors shall consist of at least one (1) individual and not more than thirteen (13) individuals. The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the Corporation.        
 
Section 2.     Initial Directors.     The name and post office box or street address of the director(s) constituting the initial board of directors is:
 
Name                                                Address
Harry Bygdnes                                100,111-5 Avenue, SW, Suite 201, Calgary, Alberta T2P 3Y6

Section 3.     Limitation of Liability.     The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS. If the NRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time.
 
Section 4.     Payment of Expenses.     In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation or member, manager, or managing member of a predecessor limited liability company or affiliate of such limited liability company or while serving in any capacity at the request of the Corporation as a director, officer, employee, agent, member, manager, managing member, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise, shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an officer or director is successful on the merits in defense of any such action, suit or proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense. Notwithstanding anything to the contrary contained herein or in the bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder, including, but
 

 
not limited to, in connection with such person being deemed an Unsuitable Person (as defined in Article VII hereof).
 
Section 5.     Repeal And Conflicts.     Any repeal or modification of Sections 3 or 4 above approved by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between Sections 3 or 4 above and any other Article of the Articles, the terms and provisions of Sections 3 or 4 above shall control.
 
ARTICLE V
COMBINATIONS WITH INTERESTED STOCKHOLDERS
 
At such time, if any, as the Corporation becomes a "resident domestic corporation", as that term is defined in NRS 78.427, the Corporation shall not be subject to, or governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be amended from time to time, or any successor statute.
 
ARTICLE VI
BYLAWS
 
The board of directors is expressly granted the exclusive power to make, amend, alter, or repeal the bylaws of the Corporation pursuant to NRS 78.120.
 
IN WITNESS WHEREOF, the Corporation has caused these articles of incorporation to be executed in its name by its Incorporator on June 2, 2008.
 
  /s/ Harry Bygdnes
 
Harry Bygdnes
BY-LAWS
OF
IBEX RESOURCES CORP.
 
(A NEVADA CORPORATION)
 
 
ARTICLE I
OFFICES
 
Section 1.  Registered Office. The registered office of the corporation in the State of Nevada shall be at such place as the board shall resolve.

Section 2.  Other Offices.   The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require
 
ARTICLE II
CORPORATE SEAL

Section 3.  Corporate Seal.   The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Nevada." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III
STOCKHOLDERS' MEETINGS
 
Section 4.  Place of Meetings.   Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof.
 
Section 5.  Annual Meeting.

                (a)          The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.
 
 
 

 

(b)           At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder.  For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation.  To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation.  A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal.  Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b).  The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

(c)           Only persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors.  Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c).  Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5.  Such stock¬holder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director:
 
 
 

 
 
(A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (c) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5.  At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee.  No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c).  The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

(d)           For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section 6.  Special Meetings.

(a)             Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time, as the Board of Directors shall determine.

               (b)           If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by tele-graphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation.  No business may be transacted at such special meeting otherwise than specified in such notice.  The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request.  Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws.  If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice.  Nothing contained in this paragraph
 
 
 

 
 
(b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section 7.  Notice of Meetings.   Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting.  Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 8.  Quorum.   At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of not less than fifty percent (50%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.  In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting.  The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.  Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

Section 9.  Adjournment and Notice of Adjourned Meetings.   Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
 
 

 

Section 10.  Voting Rights.   For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders.  Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Nevada law.  An agent so appointed need not be a stockholder.  No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section 11.  Joint Owners of Stock.   If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Nevada Court of Chancery for relief as provided in the General Corporation Law of Nevada, Section 217(b).  If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 12. List of Stockholders.   The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held.  The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 13. Action Without Meeting.   No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, or by the written consent of the stockholders setting forth the action so taken and signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote upon were present and voted.
 
                Section 14.  Organization.
(a)           At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person
 
 
 

 
 
or by proxy, shall act as chairman.  The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

(b)           The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV
DIRECTORS

Section 15. Number and Qualification.   The authorized number of directors of the corporation shall be not less than one (1) nor more than thirteen (13) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors.  Directors need not be stockholders unless so required by the Articles of Incorporation.  If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section 16.  Powers.   The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.

Section 17.  Election and Term of Office of Directors.   Members of the Board of Directors shall hold office for the terms specified in the Articles of Incorporation, as it may be amended from time to time, and until their successors have been elected as provided in the Articles of Incorporation.

            Section 18.  Vacancies.   Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors.  Any director elected in accordance with the preceding sentence shall hold office for the
 
 
 

 
 
remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified.  A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section 19.  Resignation.   Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.  If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.  When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 20.  Removal .  Subject to the Articles of Incorporation, any director may be removed by the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote, with or without cause.

Section 21.  Meetings.

(a)           Annual Meetings.  The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held.  No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b)           Regular Meetings.  Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 2 hereof.  Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the state of Nevada which has been designated by resolution of the Board of Directors or the written consent of all directors.

(c)           Special Meetings.  Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any two of the directors.

(d)           Telephone Meetings.  Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(e)           Notice of Meetings.  Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, telegraph or telex, during normal
 
 
 

 
 
business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting.  Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f)           Waiver of Notice.  The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice.  All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 22.  Quorum and Voting.

(a)           Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b)           At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws.

Section 23.  Action Without Meeting.   Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 24.  Fees and Compensation.   Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 25.  Committees.

(a)           Executive Committee.  The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or
 
 
 

 
 
more members of the Board of Directors.  The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation.

(b)           Other Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law.  Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.

(c)           Term.  Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors.  The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee.  The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors.  The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d)           Meetings.  Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter.  Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by
 
 
 

 
 
any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors.  Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 26.  Organization.   At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting.  The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V
OFFICERS

Section 27.  Officers Designated.   The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors.  The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary.  The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate.  Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law.  The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 28.  Tenure and Duties of Officers.

(a)           General.  All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed.  Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)           Duties of Chairman of the Board of Directors.  The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office
 
 
 

 
 
and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28.

(c)           Duties of President.  The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present.  Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation.  The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(d)           Duties of Vice Presidents.  The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant.  The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e)           Duties of Secretary.  The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation.  The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice.  The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f)           Duties of Chief Financial Officer.  The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President.  The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation.  The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.  The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.
 
 
 

 

Section 29.  Delegation of Authority.   The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 30.  Resignations.   Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary.  Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time.  Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.  Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section 31.  Removal.   Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.


ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION

Section 32.  Execution of Corporate Instrument.   The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer.  All other instruments and documents requiting the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by
 
 
 

 
 
any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 33.  Voting of Securities Owned by the Corporation.   All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.
 
ARTICLE VII
SHARES OF STOCK

Section 34.  Form and Execution of Certificates.   Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Articles of Incorporation and applicable law.  Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation.   Any or all of the signatures on the certificate may be facsimiles.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.  Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 35.  Lost Certificates.   A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to
 
 
 

 
 
give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 36.  Transfers.

(a)           Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b)           The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Nevada.

Section 37.  Fixing Record Dates.

(a)           In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)           In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is filed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 38.  Registered Stockholders.   The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
 
 
 

 
 
ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION

Section 39.  Execution of Other Securities.   All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person.  In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.
 
ARTICLE IX
DIVIDENDS

Section 40.  Declaration of Dividends.   Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 41.  Dividend Reserve.    Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.
 
 
 

 
 
ARTICLE X
FISCAL YEAR

Section 42.  Fiscal Year.   The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
 
ARTICLE XI
INDEMNIFICATION

Section 43.  Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

(a)           Directors Officers.  The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the Nevada General Corporation Law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Nevada General Corporation Law or (iv) such indemnification is required to be made under subsection (d).

(b)           Employees and Other Agents.  The corporation shall have power to indemnify its employees and other agents as set forth in the Nevada General Corporation Law.

(c)           Expense.  The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said mounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party
 
 
 

 
 
at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

(d)  Enforcement.  Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer.  Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor.  The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim.  In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standard of conduct that make it permissible under the Nevada General Corporation Law for the corporation to indemnify the claimant for the amount claimed.  In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed in the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.  In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation.

(e)  Non-Exclusivity of Rights.  The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.  The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Nevada General Corporation Law.

(f)  Survival of Rights.  The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
 
 
 

 

(g)  Insurance.  To the fullest extent permitted by the Nevada General Corporation Law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(h)  Amendments.  Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(i)  Saving Clause.  If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

(j)  Certain Definitions.  For the purposes of this Bylaw, the following definitions shall apply:

(i)           The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(ii)           The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(iii)           The term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(iv)           References to a "director," "executive officer," "officer," "employee," or "agent" of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(v)           References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be
 
 
 

 
 
deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Bylaw.

ARTICLE XII
NOTICES
 
Section 44.  Notices.

(a)           Notice to Stockholders.   Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.

(b)           Notice to directors.  Any notice required to be given to any director may be given by the method stated in subsection (a), or by facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)           Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)           Time Notices Deemed Given.  All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.

(e)           Methods of Notice.  It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(f)           Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him ill the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

(g)           Notice to Person with Whom Communication Is Unlawful.  Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be require and there shall be no duty to apply to any governmental authority or
 
 
 

 
 
agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(h)           Notice to Person with Undeliverable Address.  Whenever notice is required to be given, under any provision of law or the Articles of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required.  Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given.  If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated.  In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.

ARTICLE XIII
AMENDMENTS

Section 45.  Amendments.

The Board of Directors shall have the sole power to adopt, amend, or repeal Bylaws as set forth in the Articles of Incorporation.

ARTICLE XIV
LOANS TO OFFICERS

Section 46.  Loans to Officers.   The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation.  The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  
 
 
 

 
 
Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

ARTICLE XV
BOARD OF ADVISORS

Section 47.                                  Board of Advisors.   The Board of Directors, in its discretion, may establish a Board of Advisors consisting of individuals who may or may not be stockholders or directors of the corporation.  The purpose of the Board of Advisors would be to advise the officers and directors of the corporation with respect to such matters as such officers and directors shall choose, and any other such matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the corporation.  The Board of Advisors shall meet on such basis as the members thereof may determine.  The Board of Directors may eliminate the Board of Advisors at any time.  No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority within the corporation or any decision making power and shall be merely advisory in nature.  Unless the Board of Directors determines another method of appointment, the President shall recommend possible members to the Board of Directors, who shall approve or reject such appointments.
 
Declared and certified as the Bylaws of Ibex Resources Corp. on June 2, 2008.

Signature of Officer:
/s/Harry Bygdnes

Name of Officer:
Harry Bygdnes

Position of Officer:
President, CEO and CFO
 
David S. Jennings, Esq.
330 Carousel Parkway
Henderson, Nevada 89014
Phone:  (702) 595-5150
Fax:  (800) 731-6120


October 7, 2008


Ibex Resources Corp.
530 – 1015  4 th Street, S.W.
Calgary, Alberta, Canada

Re: Ibex Resources Corp., Registration Statement on Form S-1

Ladies and Gentlemen:

I have acted as special counsel for Ibex Resources Corp., a Nevada corporation (the " Company "), in connection with the preparation of the registration statement on Form S-1 (the " Registration Statement ") to be filed with the Securities and Exchange Commission (the " Commission ") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the offering of 3,570,000 shares held by the selling shareholders described in the Registration Statement.

In rendering the opinion set forth below, I limited the scope of my review to the following documents: (a) the Registration Statement and the exhibits attached thereto; (b) the Company's Articles of Incorporation; (c) the Company's Bylaws; (d) certain records of the Company's corporate proceedings as reflected in its minute books; and (e) such statutes, records and other documents as I have deemed relevant.  In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof, and I have made no independent verification of the factual matters as set forth in such documents or certificates.  In addition, I have made such other examinations of law and fact as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.

Based upon the foregoing, I am of the opinion that the 3,570,000 shares of common stock to be sold by the selling shareholders are validly issued, fully paid and non-assessable.

This opinion is based on Nevada general corporate law, including statutory provisions, applicable provisions of the Nevada constitution and reported judicial decisions interpreting those laws. I express no opinion, and none should be inferred, as to any other laws, including, without limitation, laws of any other state.
The opinions set forth herein are subject to the following qualifications: (a) I have made no independent verification of the factual matters as set forth in the documents or certificates reviewed, and (b) my opinion speaks only as of the date hereof and I have no obligation to update this opinion after the effectiveness of the registration statement to which this opinion pertains.

The opinions set forth herein are limited to the matters expressly set forth in this opinion letter, and no opinion is to be implied or may be inferred beyond the matters expressly so stated. This opinion letter is given as of the date hereof and I have no obligation to update this opinion after the effectiveness of the registration statement to which this opinion pertains.


Very truly yours,


/s/ David Jennings
David S. Jennings, Esq.
 

 
David. S. Jennings, Esq.
330 Carousel Parkway
Henderson, Nevada 89014
Phone: (702) 595-5150
Fax: (800) 731-6120


October 7, 2008


CONSENT

I HEREBY CONSENT to the inclusion of my name and use of my opinion in connection with the Form S-1 Registration Statement filed with the Securities and Exchange Commission as special counsel for the registrant, Ibex Resources Corp.


Very truly yours,


/s/ David Jennings
David S. Jennings, Esq.
PROPERTY OPTION AGREEMENT
 
BETWEEN
 
BARRY J. PRICE
 
AND
 
IRC EXPLORATION LTD.
 
THE OMINECA QUEEN
MINERAL PROPERTY

PROVINCE OF BRITISH COLUMBIA
 

 
TABLE OF CONTENTS

DEFINITIONS 
3
REPRESENTATIONS AND WARRANTIES OF PRICE
5
REPRESENTATIONS AND WARRANTIES OF IRC
6
GRANT AND EXERCISE OF OPTION
6
RIGHT OF ENTRY
8
OBLIGATIONS OF PRICE DURING PROPERTY OPTION PERIOD
8
TERMINATION OF PROPERTY ACQUISITION
8
TRANSFERS
8
FORCE MAJEURE
9
CONFIDENTIAL INFORMATION
10
ARBITRATION
10
DEFAULT AND TERMINATION
11
NOTICES
11
GENERAL
11
   
SCHEDULE "A"
 
DESCRIPTION OF PROPERTY RIGHTS AND PROPERTY
 
   
SCHEDULE "B"  
JOINT VENTURE AGREEMENT
 
 
2

 
OPTION AGREEMENT
 
THIS AGREEMENT made effective as of the 11th day of August, 2008.
 
BETWEEN:
BARRY J. PRICE an individual having a residence at 820 East 14 th Street, North Vancouver, B.C., Canada;
 
(hereafter "Price")
 
- and-
 
IRC EXPLORATION LTD ., a body corporate, incorporated under the laws of Alberta and having offices located at 530-1015 4 th Street S.W., Calgary, Alberta, Canada;
 
(hereafter "IRC")
 
WHEREAS:
 
A.            Price is the holder of or is entitled to become the holder of all Property Rights related to the Property; and
 
B.           Price has agreed to grant an Option to lRC to acquire an interest in and to the Property Rights and the Property, on the tem1S and conditions hereinafter set forth;
 
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum  of $1.00 now paid by IRC to Price (the receipt of which is hereby acknowledged), the parties agree as follows:
 
DEFINITIONS
 
1.1     For the purposes of this Agreement the following words and phrases shall have the following meanings, namely:
 
a)  "Agreement" means this agreement and any amendments thereto from time to time;
 
b)  "Commencement Date" means the date of this Agreement;
 
c)  
"Completion Date" means the date on which IRC fulfills all of its obligations with respect to proper exercise of the Option as contemplated in Article 4 hereof;
 
d)  
"Exploration Expenditures" means the sum of (i) all costs of acquisition and maintenance of the Property, all exploration and development expenditures and all other costs and expenses of whatsoever kind or nature including those of a capital nature, incurred or chargeable by IRC with respect to the exploration and development of the Property and the placing of the Property into Commercial Production.
 
3

 
e)  
"Feasibility Report" means a detailed written report of the results of a comprehensive study on the economic feasibility of placing the Property or a portion thereof into Commercial Production and shall include a reasonable assessment of the mineral ore reserves and their amenability to metallurgical treatment, a description of the work, equipment and supplies required to bring the Property or a portion thereof into Commercial Production and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations supported by an explanation of the data used therein;
 
f)  
“Price” means Barry J. Price

g)  
 "IRC" means IRC Exploration Ltd.;
 
h)  
"Joint Venture Agreement" means the agreement substantially in the fonn as attached hereto as Schedule "B";
 
i)  
"Mine" means the workings established and assets acquired, including, without limiting the generality of the foregoing, development headings, plant and concentrator installations, infrastructure, housing, airport and other facilities in order to bring the Property into Commercial Production;
 
a.  
"Mineral Products" means the end products derived from operating the Property as a Mine;
 
b.  
"Mining Operations" means every kind of work done:
 
c.  
on or in respect of the Property in accordance with a Feasibility Report; or
 
d.  
if not provided for in a Feasibility Report, unilaterally and in good faith to maintain the Property in good standing, to prevent waste, or to otherwise discharge any obligation which is imposed upon it pursuant to this Agreement;
 
including, without limiting the generality of the foregoing, investigating, prospecting, exploring, developing, property maintenance, preparing reports, estimates and studies, designing, equipping, improving, surveying, construction and mining, milling, concentrating, rehabilitation, reclamation, and environmental protection;
 
j)  
"Option" means the irrevocable option for IRC to earn in and acquire a net undivided interest in and to the Property as provided in this Agreement;
 
k)  
"Option Period" means the period commencing on the Commencement Date to and including July 31, 2012;
 
1)  
"Property" means the exploration properties and lands located m the Province of British Columbia all as more particularly described in Schedule "A" hereto;
 
m)  
"Property Rights" means all applications for pern1its for general reconnaissance, permit for general reconnaissance, interim approvals, applications for contracts of work, contracts of work, licenses, pern1its, easements, rights-of-way, certificates and other approvals obtained by either of the parties either before or after the date of this Agreement and necessary for the exploration and development of the Property, or for the purpose of placing the Property into production or continuing production therefrom.
 
4

 
REPRESENTATIONS AND WARRANTIES OF PRICE
 
2.1           Price hereby acknowledges and confirms that it holds the Property Rights related to an undivided one hundred (100%) percent interest in the Property as at the date hereof.
 
2.2           Price represents and warrants to IRC that:
 
a)  
Price is lawfully authorized to hold his interest in the Property and will remain so entitled until 85% of the interests of Price in the Property have been duly transferred to IRC as contemplated by the terms hereof;
 
b)  
Price is an individual, has attained the age of majority and is legally competent to execute this agreement and to take all actions required pursuant thereto and that upon the execution and delivery, this agreement, will constitute a legal, valid and binding contract of Price enforceable against Price in accordance with its terms;
 
c)  
as at the date hereof and at the time of transfer to IRC of an interest in the mineral claims and/or exploration licenses comprising the Property Price is and will be the beneficial owner of its interest in the Property free and clear of all liens, charges, claims, royalties or net profit interests of whatsoever nature, and no taxes or rentals will be due in respect of any thereof;
 
d)  
Price has the right and capacity to deal with the Property and the right to enter into this Agreement and to dispose of his right, title and interest in the Property as herein contemplated;
 
e)  
there is no adverse claim or challenge against or to Price's interest in the Property, nor to the knowledge of Price is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase such interest in the Property or any portion thereof other than this Agreement;
 
f)  
no person has any royalty, net profit interests or other interest whatsoever in the Property;
 
g)  
Price is duly authorized to execute this Agreement and for the performance of this Agreement by him, and the consummation of the transactions herein contemplated will not conflict with 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 under the provisions of its articles or constating docill11ents or any indenture, agreement or other instrument whatsoever to which Price is a party or by which he is bound or to which he or the Property may be subject;
 
h)  
no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, the placing of Price in bankruptcy or subject to any other laws governing the affairs of and insolvent person;
 
i)  
there are no claims, proceedings, actions or lawsuits in existence and to the best of Price's information and belief none are contemplated or threatened against or with respect to the right, title, estate and interest of Price in the Property;
 
j)  
to the best of his information and belief, all laws, regulations and orders of all governmental agencies having jurisdiction over the Property have been complied with by Price;
 
k)  
to the best of his information and belief Price is in good standing under all agreements and instruments affecting the Property to which he is a party or is bound.
 
2.3 The representations and warranties contained in this section are provided for the exclusive benefit of IRC, and a breach of anyone or more thereof may be waived by IRC in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution hereof.
 
2.4 The representations and warranties contained in this section shall be deemed to apply to all assignments, transfers, conveyances or other documents transferring to IRC the interest to be acquired hereunder and there shall not be any merger of any covenant, representation or warranty in such
 
5

 
assignments, transfers, conveyance or documents, any rule or law, in equity or statute to the contrary notwithstanding.
 
REPRESENTATIONS AND WARRANTIES OF IRC
 
3.1 IRC represents and warrants to Price that:
 
a)  
it has been duly incorporated and validly exists as a corporation in good standing under the laws of its jurisdiction of incorporation;
 
b)  
it is or will be prior to acquiring any undivided interest in the Property hereunder, lawfully authorized to hold mineral claims and real property under the laws of the jurisdiction in which the Property is situate;
 
c)  
it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated by it will not conflict with 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 under the provisions of the articles or the constating documents of it or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which they are bound or to which it or the Property may be subject; and,
 
d)  
no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of IRC or the placing of IRC in bankruptcy or subject to any other laws governing the affairs of insolvent corporations.
 
3.2 The representations and warranties contained in this section are provided for the exclusive benefit of Price and a breach of anyone or more thereof may be waived by Price in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution hereof.
 
3.3 The representations and warranties contained in this section shall be deemed to apply to all assignments, transfers, conveyances or other documents transferring to Price the interest to be acquired hereunder and there shall not be any merger of any covenant, representation or warranty in such assignments, transfers, conveyance or documents, any rule or law, in equity or statute to the contrary notwithstanding.
 
GRANT AND EXERCISE OF OPTION
 
4.1 Price hereby irrevocably grants to IRC the sole and exclusive right and Option to acquire up to and including a eighthly five percent (85%) right, title, estate and interest of Price's one hundred (100%) percent net undivided interest) in and to the Property Rights and Property, free and clear of all charges, encumbrances, claims, royalties and net profit interests of whatsoever nature.
 
4.2 If at any time after the date hereof Price determines in its sole discretion to commission a Feasibility Report recommending the Construction of a Mine, Price shall give written notice thereof to IRC
 
4.3 The Option may be exercised at any time (subject to the terms as stated herein) by IRC:
 
a)  
paying Price two thousand dollars ($2,000) upon the execution of this agreement
 
b)  
paying Price two thousand dollars ($2,000) on or before July 31, 2009
 
c)  
paying Price fifty thousand dollars ($50,000) on or before July 31, 2010,
 
d)  
incurring Exploration Expenditures on the Property as follows:
 
 
(i) aggregate Exploration Expenditures of not less than fifteen thousand dollars ($15,000) on or before July 31, 2009;
 
6

 
 
(ii)
aggregate Exploration Expenditures (including Exploration Expenditures as described in paragraph 4.3( d)(i) above) of not less thirty one thousand dollars ($31,000) on or before July 31,2010;
 
 
(iii)
aggregate Exploration Expenditures (including Exploration Expenditures as contemplated in paragraph 4.3( d)(i) and (ii) above) of not less than two hundred forty one thousand dollars ($241,000) on or before July 31, 20 11, and;
 
4.4 Prior to the exercise of the Option as herein provided, Price is hereby appointed as operator of the Property and shall carry out exploration and development programs on the Property on the following terms:
 
    a) Price shall have the same powers, duties and obligations in carrying out such programs asset out in Article 7 of the Joint Venture Agreement attached hereto as Schedule "B", excepting Section 7.5 and 7.6 thereof;
 
b) For income tax purposes, all Exploration Expenditures incurred by Price pursuant to such programs shall be incurred for the benefit of IRC; and
 
c) Until such time as the Option is exercised in accordance with the terms hereof, IRC shall have no interest of whatsoever nature in the Property Rights or the Property.
 
4.5 If and when the Option has been exercised in accordance with Section 4.3 and commencing on the Completion Date:
 
a) The undivided right, title and interest of the parties in the Property shall be as follows:
 
Before Completion Date (net)
After Completion Date (net)
Price 100% 
Price 15%
IRC 0%
IRC 85%
Total 100% 
Total 100%
 
b) the undivided right, title and interest in and to the Property Rights and the Property acquired by IRC upon the Completion Date shall vest in IRC free and clear of all charges, encumbrances, claims, royalties or net profit interests of whatsoever nature other than as set forth and described in the Joint Venture Agreement substantially in the form attached hereto as Schedule "B";
 
c) for the purposes of the Joint Venture Agreement:
 
i) Price will be deemed to have contributed forty two thousand six hundred dollars ($42,600)and IRC will be deemed to have contributed two hundred and forty one thousand dollars ($241,000) of Costs to the Joint Venture for purposes thereof;
 
ii) Price will be the initial operator of the Joint Venture and will have the option to remain as operator of the Joint Venture for so long as Price holds a participating interest of fifteen (15%) percent or greater in the Joint Venture;
 
4.6 Within 30 days after the Completion Date, Price shall deliver to IRC such number of duly executed transfers which in the aggregate convey Price's interest to be acquired hereunder in the Property in favour of IRC. In the event that Price shall deliver notice to IRC that it has exercised the Option pursuant to the terms hereof, IRC shall be entitled to receive and to record such of the transfers contemplated hereby at its own cost with the appropriate governmental office to effect legal transfer of such interest in the Property into the name of IRC.
 
4.7 If, during the Option Period, Price:
a) makes a voluntary or involuntary assignment into bankruptcy or takes advantage of any legislation for the winding-up or liquidation of the affairs of insolvent or bankrupt persons or has a bankruptcy petition filed against it; or
 
7

 
b) fails to perform in a manner that is consistent with good mining practice or fails to perform in a manner consistent with its duties and responsibilities under this Agreement and does not remedy such default within 45 days of receipt of notice from IRC specifying such default;
 
IRC shall have the right to terminate Price as the Operator of the Property.
 
RIGHT OF ENTRY
 
5.1 During the term of this Agreement, the directors and officers of IRC and its servants, agents and independent contractors, shall have the sole and exclusive right in respect of the Property to:
 
a)  
enter thereon at their sole risk and expense;
           
            b)   do such prospecting, exploration, development and other mining work thereon and thereunder as Price, as operator, in its sole discretion may determine advisable;
 
c) bring upon and erect upon the Property such buildings, plant, machinery and equipment as Price and IRC may deem advisable and for a period of six months following the termination of this Agreement, to remove such buildings, plant, machinery and equipment; and
 
d) remove therefrom and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests.
 
OBLIGATIONS OF PRICE DURING OPTION PERIOD
 
6.1 During the term of this Agreement, Price shall:
 
a) maintain in good standing those mineral claims and/or exploration licenses comprised in the Property by the doing and filing of assessment work or the making of payments in lieu thereof, and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claims free and clear of all liens and other charges arising from Price's activities thereon except those at the time contested in good faith by IRC;
 
b) permit the directors, officers, employees and designated consultants of IRC, at their own risk and expense, access to the Property at all reasonable times, and IRC agrees to indemnify Price against and to save it ha11111ess from all costs, claims, liabilities and expenses that IRC may incur or suffer as a result of any injury (including injury causing death) to any director, officer, employee or designated consultant of IRC while on the Property;
 
c) permit IRC, at its own expense, reasonable access to the results of the work done on the Property during the last completed calendar year;
 
d) do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;
 
e) indemnify and save IRC harmless in respect of any and all costs, claims, liabilities and expenses arising out of Price's activities on the Property;
 
TERMINATION OF OPTION
 
7.1 Provided that IRC is not in default pursuant to the provisions hereof, IRC shall have the right at any time during the term of this Agreement to terminate the Option by providing not less than forty five (45) days written notice to Price.
 
7.2 Notwithstanding the termination of the Option, IRC shall have the right, within a period of one hundred and eighty (180) days following the end of the Option Period, to remove from the Property all buildings, plant, equipment, machinery, tools, appliances and supplies which have been brought upon the Property by or on behalf of IRC, and any such property not removed within such 180 day period shall thereafter become the property of Price.
 
TRANSFERS
 
    8.1 If Price (the "Proposed Seller") should receive a bona fide offer from an independent third party (the "Proposed Purchaser") dealing at arm's length with the Proposed Seller to purchase all or a part of its
 
8

 
            interest in the Property, which offer the Proposed Seller desires to accept, or if the Proposed Seller intends to sell all or a P3lt of its interest in the Property:
 
a) The Proposed Seller shall first offer (the "Offer") such interest in writing to IRC upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Proposed Seller, as the case may be;
 
b) The Offer shall specify the price, terms and conditions of such sale, the name of the Proposed Purchaser and shall, in the case of an intended offer by the Proposed Seller, disclose the person or persons to whom Price intends to offer its interest and, if the offer received by the Proposed Seller from the Proposed Purchaser provides for any consideration payable to the Proposed Seller otherwise than in cash, the Offer shall include the Proposed Seller's good faith estimate of the cash equivalent of the non-cash consideration;
 
c) If within a period of sixty (60) days of the receipt of the Offer and IRC notifies the Proposed Seller in writing that it will accept the Offer, the Proposed Seller shall be bound to sell such interest to IRC on the terms and conditions of the Offer. If the Offer so accepted by IRC contains the Proposed Seller's good faith estimate of the cash equivalent of the non-cash consideration as aforesaid, and if IRC disagrees with the Proposed Seller's best estimate, IRC shall so notify Price at the time of acceptance and IRC shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If IRC so notifies the Proposed Seller, the acceptance by IRC shall be effective and binding upon IRC, and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration and shall be payable by IRC, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. IRC shall in such case pay to the Proposed Seller, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Proposed Seller being sold, the total purchase price which is specified in its notice to the Proposed Seller and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration;
 
d) If IRC fails to notify the Proposed Seller before the expiration of the time limited therefor that it will purchase the interest offered, the Proposed Seller may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of sixty (60) days, but the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within such sixty (60) days;
 
    e) Any sale hereunder shall be conditional upon the Proposed Purchaser delivering to the nonselling party, its agreement related to this Agreement and to the Property, containing:
 
i) a covenant by the Proposed Purchaser to perform all the obligations of the Proposed Seller to be performed under this Agreement in respect of the interest to be acquired by it from the Proposed Seller to the same extent as if this Agreement had been originally executed by the Proposed Purchaser; and
 
   ii) a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this paragraph (e).
 
8.2 The provision of Section 8.1 shall apply to a proposed sale by IRC of its interest in the Property mutatis mutandis such that Price shall have a right of first refusal to acquire such interest in proportion to the then current interest.
 
8.3 No assignment by a party of any interest less than its entire interest in this Agreement and in the Property shall discharge it from any of its obligations hereunder, but upon the transfer by a party of the entire interest at the time held by it in this Agreement, whether to one or more transferees and whether in one or in a number of successive transfers, the party shall be deemed to be discharged from all obligations hereunder save and except for fulfillment of contractual commitments accrued due prior to the date on which the party shall have no further interest in this Agreement.
 
       FORCE MAJEURE
 
9.1 If Price is at any time either during the term of this Agreement or thereafter prevented or delayed in complying with any provisions of this Agreement by reason of strikes, lock-outs, labour shortages, power shortages, fuel shortages, fires, wars, acts of God, governmental regulations restricting normal operations,
 
9

 
shipping delays or any other reason or reasons, other than lack of funds, beyond the control of Price, the time limits for the performance by IRC of its obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay, but nothing herein shall discharge Price from its obligations hereunder to maintain the Property in good standing.
9.2 Price shall give prompt notice to IRC of each event of force majeure under Section 9.1 and upon cessation of such event shall furnish to IRC with notice to that effect together with particulars of the number of days by which the obligations of IRC hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure.
 
CONFIDENTIAL INFORMATION
 
10.1 The parties to this Agreement shall keep confidential all books, records, files and other information supplied by any party to one of the other parties or to their employees, agents or representative in connection with this Agreement or in respect of the activities carried out on the Property by a party, or related to the sale of minerals, or other products derived from the Property, including all analyses, reports, studies or other documents prepared by a party or its employees, agents or representatives, which contain information from, or otherwise reflects such books, records, files or other information. The parties shall not and shall ensure that their employees, agents or representatives do not disclose, divulge, publish, transcribe, or transfer such information, all or in part, without the prior written consent of the other parties, which may not be arbitrarily withheld and which shall not apply to such information or any part thereof to the extent that:
 
a) prior to its receipt by a party such information was already in the possession of such party or its employees, agents or representatives; or
 
b) in respect of such information required to be publicly disclosed pursuant to applicable securities or corporate laws.
 
ARBITRATION
 
11.1 The parties agree that all questions or matters in dispute with respect to any dispute shall be settled by arbitration and shall be submitted to arbitration pursuant to the terms hereof
 
11.2 It shall be a condition precedent to the right of any parties, to submit any matter to arbitration pursuant to the provisions hereof, that any party intending to refer any matter to arbitration shall have given not less than ten (10) days' prior notice of its intention to do so to the other party, together with particulars of the matter in dispute. On the expiration of such ten (10) days, the party who gave such notice may proceed to refer the dispute to arbitration as provided in 11.3.
 
11.3 The party desiring arbitration shall appoint one arbitrator, and shall notify the other party of such appointment, and such other party shall, within fifteen (15) days after receiving such notice, either consent to the appointment of such arbitrator which shall then carry out the arbitration or appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within thirty (30) days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for. If   the other parties shall fail to appoint an arbitrator within fifteen (15) days after receiving notice of the appointment of the first arbitrator, the first arbitrator shall be the only arbitrator, and if the two arbitrators appointed by the party shall be unable to agree on the appointment of the chairman, the chairman shall be appointed under the provisions of the Arbitration Act of Alberta. Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with such Act. The chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place in Calgary, Alberta, for the purpose of hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions of procedure not provided for under such Act or this section. After hearing any evidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the parties. The expense of the arbitration shall be paid as specified in the award
 
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11.4 The parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.
 
DEFAULT AND TERMINATION
 
12.1 If at any time during the term of this Agreement Price fails to perform any obligation required to be performed by it hereunder or is in breach of a warranty given by it hereunder, which failure or breach materially interferes with the implementation of this Agreement, IRC may terminate this Agreement but only if:
 
a) it shall have first given to the defaulting Price a notice of default containing particulars of the obligation which the defaulting Price has not performed, or the warranty breached; and
 
b) the defaulting Price has not, within forty-five (45) days following delivery of such notice of default, cured such default or commenced proceedings to cure such default by appropriate payment or performance, the defaulting Price hereby agreeing that should it so commence to cure any default it will prosecute the same to completion without undue delay, provided however, that this paragraph shall not be extended to a default by Price to exercise an Option pursuant to Article 4 thereof.
 
12.2 Notwithstanding Section 12.1 hereof, if at any time Price fails to perform a condition precedent to the exercise of the Option, IRC shall be entitled to forthwith terminate this Agreement.
 
NOTICES
 
13.1 Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by prepaid registered mail deposited in a Post Office in Canada addressed to the party entitled to receive the same, or delivered, telexed, telegraphed or telecopied to such party at the address for such party specified on the face page hereof. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered, telexed, telegraphed or telecopied, or, if given by registered mail as aforesaid, shall be deemed conclusively to be the third business day after the same shall have been so mailed except in the case of interruption of postal services for any reason whatever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee.
 
13.2 Either party may at any time and from time to time notify the other party in writing of a change or address and the new address to which notice shall be given to it thereafter until further change.
 
GENERAL
 
14.1 This Agreement shall supersede and replace any other agreement or arrangement, whether oral or written, heretofore existing between the parties in respect of the subject matter of this Agreement.
 
14.2 No consent or waiver expressed or implied by any party in respect of any breach or default by any other party in the performance by such other of its obligations hereunder shall be deemed or construed to be a consent to or a waiver of any other breach of default.
 
14.3 The parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance and do such further and other acts which may be reasonably necessary or advisable to carry out fully and effectively the intent and purpose of this Agreement or to record wherever appropriate the respective interest from time to time of the parties in the Property.
 
14.4 This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
 
14.5 This Agreement shall, (i) be governed by and construed in accordance with the laws of Alberta and the parties hereby irrevocably attorn to the jurisdiction of the said province and (ii) be subject to the approval of all securities regulatory authorities having jurisdiction, such approvals to be sought in a timely and diligent manner.
 
14.6 Time shall be of the essence in this Agreement.
 
14.7 Wherever the neuter and singular is used in this Agreement it shall be deemed to include the plural, masculine and feminine, as the case may be.
 
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14.8 The rights and obligations of each party shall be in every case several and not joint or joint and several.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

BARRY J. PRICE
/s/ Marvin A. Mitchell
/s/ Barry J. Price
witness
   
  Marvin A. Mitchell 
 
name of witness
   
   
IRC EXPLORATION LTD.
 
   
/s/ Harry Bydgnes    
Harry Bydgnes, Pres. & CFO
 
 
12

 
SCHEDULE "A"
 
THE OPTION AGREEMENT
 
DESCRIPTION OF PROPERTY RIGHTS AND PROPERTY
 
The Omineca Queen mineral claim is located within the Omineca Mining Division of British Columbia
Latitude: 55 deg 31 '28"N
Longitude: 124 deg 06'36"W

 
 
 
Tenure
Number
Tenure
Type
Claim
Name
 
Owner
Map
Number
 
Expiry
 
Status
Number
of Cells
Area
(Hectares)
574763
Mineral
QUEEN
121855
(100%)
093N
January
27,2009
Good
23
457.726
 
Owner 121855 is Barry J. Price
 

 
SCHEDULE "B" TO
THE PROPERTY OPTION AGREEMENT D
ated August 11,2008
 
 
JOINT VENTURE AGREEMENT
 
between
 
PRICECO (a company to be formed)
 
and
 
IRC EXPLORATION LTD.
 

 
TABLE OF CONTENTS
 
DEFINITIONS
4
REPRESENTATIONS AND WARRANTIES
6
PURPOSE AND CREATION OF THE JOINT VENTURE
6
DILUTION
8
MANAGEMENT COMMITTEE
8
OPERATOR
10
POWER, DUTIES AND OBLIGATIONS OF OPERATOR
11
PROGRAMS
13
MINE FINANCING
14
CONSTRUCTION OF MINE
14
OPERATION OF MINE
14
PAYMENT OF CONSTRUCTION AND OPERATING COSTS
15
DISTRIBUTION IN KIND
15
SURRENDER OF INTEREST
16
TERMINA TION OR SUSPENSION OF MINING OPERATIONS
16
INFORMATION AND DATA
17
PARTITION
17
TAXATION
18
RIGHT OF FIRST REFUSAL
18
FORCE MAJEURE
19
NOTICE
19
WAIVER
20
FURTHER ASSURANCES
20
USE OF NAME
20
ENTIRE AGREEMENT
20
 
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AMENDMENT
20
ARBITRATION
20
RIGHT TO AUDIT
20
TIME
21
RULE AGAINST PERPETUITIES
21
DOCUMENT RETENTION ON TERMINATION
21
ENUREMENT
21
GOVERNING LAW
21
NUMBER AND GENDER
21
HEADINGS
21
TIME OF TI-IE ESSENCE
21
   
SCHEDULE "A"
 
DESCRIPTION OF PROPERTY RIGHTS AND PROPERTY
 
   
SCHEDULE"B"  
DEFINITION OF NET PROFITS
 
   
SCHEDULE "CO"
 
ACCOUNTING PROCEDURES
 
 
3

 
JOINT VENTURE AGREEMENT


THIS AGREEMENT made as of the ____________day of ______________, 20______.


BETWEEN:

 
PRICECO , a corporation to be formed having offices at 820 East 14 th Street, North Vancouver, in the Province of British Columbia, (hereafter referred to as "Priceco");
 
OF THE FIRST PART
 
AND :
 
IRC EXPLORATION LTD." a body corporate, incorporated under the laws of Alberta and having offices located at 530 - 1015 4 th Street S.W., Calgary, Alberta" Canada;
 
(hereafter "IRC")
 
OF THE SECOND PART
 
WHEREAS :
A.  
Priceco owns a 15 % and IRC owns a 85% undivided right, title and interest in and to the Property;
 
  B.    The parties wish to create a joint venture to carry out the continued operation of the Property on the terms and subject to the conditions hereinafter set forth.
 
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises, and of the mutual covenants and agreements herein contained, the parties hereto have agreed and do hereby agree as follows:
 
DEFINITIONS
 
1.1 In this Agreement, including the Recitals and Schedules hereto the following words and expressions shall have the following meanings:
 
 
a)
"Accounting Procedure" means the accounting procedure attached to this Agreement as Schedule "C";
   
b)
"Affiliate" shall have the same meaning as under the Business Corporations Act (Alberta) as at the date hereof;
   
c)
"Agreement" means this Joint Venture Agreement as amended from time to time;
   
d)
"Commercial Production" means the operation of the Property as a producing mine and the production of Mineral Products therefrom (excluding bulk sampling, pilot plant or test
   
e)
operations);
   
f)
"Completion Date" means the date on which it is demonstrated to the satisfaction of the Management Committee that the preparing and equipping of a Mine for Commercial Production is complete;
   
g)
"Construction" means every kind of work carried out during the Construction Period by the Operator in accordance with a Feasibility Report approved by the Management Committee;
   
h)
"Construction Period" means the period beginning on the date of a Feasibility Report and ending on the Completion Date;
   
i)
"Costs" means all items of outlay and expense whatsoever, direct or indirect, with respect to Mining Operations in accordance with this Agreement, without limiting the generality of the foregoing, the following categories of Costs shall have the following meanings
   
 
i) "Mine Construction Costs" means those Costs incurred during the Construction Period;
 
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ii)"Mine Costs" means Mine Construction Costs and Operating Costs; and
   
iii) "Operating Costs" means those Costs incurred subsequent to the Completion Date;
   
j)
"Feasibility Report" means a detailed written report of the results of a comprehensive study on the economic feasibility of placing the Property or a portion thereof into Commercial Production and shall include a reasonable assessment of the mineral ore reserves and their amenability to metallurgical treatment, a description of the work, equipment and supplies required to bring the Property or a portion thereof into Commercial Production and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations supported by an explanation of the data used therein;
   
k)
"Interest" means the undivided beneficial percentage interest from time to time of a party in the Joint Venture and the Property, and Mineral Products, as set out hereunder;
   
1)
"IRC" means IRC Exploration Ltd.
   
m)
"Joint Venture" means the joint venture created pursuant to this Agreement;
   
n)
"Management Committee" means the management committee constituted in accordance with the provisions of Article 5 hereof to manage or supervise the management of the business and affairs of the Joint Venture;
 
 
o)
"Mine" means the workings established and assets acquired, including, without limiting the generality of the foregoing, development headings, plant and concentrator installations, infrastructure, housing, airport and other facilities in order to bring the Property into Commercial Production;
   
p)
"Mine Construction Costs" means those Costs incurred during the Construction Period;
   
q)
"Mine Costs" means Mine Construction Costs and Operating Costs; and
   
r)
"Mineral Products" means the end products derived from operating the Property as a Mine;
   
s)
"Mining Operations" means every kind of work done by the Operator:
   
  i)  on or in respect of the Property in accordance with a Feasibility Report; or
   
 
ii)  if not provided for in a Feasibility Report, unilaterally and in good faith to maintain the Property in good standing, to prevent waste or to otherwise discharge any obligation which is imposed upon it pursuant to this Agreement and in respect of which the Management Committee has not given it directions; including, without limiting the generality of the foregoing, investigating, prospecting, exploring, developing, property maintenance, preparing reports, estimates and studies, designing, equipping, improving, surveying, Construction and mining, milling, concentrating, rehabilitation, reclamation, and environmental protection.
   
t)
"Net Profits" shall mean net profits calculated in accordance with Schedule "B" hereto
   
u)
"Operating Costs" means those Costs incurred subsequent to the Completion Date;
   
v)
"Operating Year" shall mean a twelve-month period, the first Operating Year to commence on the Completion Date and each succeeding Operating Year commencing at the expiration of the preceding Operating Year.
   
w)
"Operating Plan" shall mean a plan in accordance with Section 11.2.
   
x)
"Operator" means the operator appointed pursuant to Article 6;
   
y)
"Option Agreement" means the option agreement, made as of the 11 th   day of April between Barry J. Price and IRC;
   
z)
"Other Tenements" means
   
 
i)  all surface rights of and to any lands within or outside the Property including surface held in fee or under lease, license, easement, right of way or other rights of any kind (and all renewals, extensions and amendments thereof or substitutions therefore) acquired by or on behalf of the parties with respect to the Property,
   
 
ii)  all information obtained from Mining Operations, and
   
 
iii) those rights and benefits appurtenant to the Property that are acquired for the purpose of conducting Mining Operations;
   
aa)
"Party" or "Parties" means the parties to this Agreement and their respective successors and permitted assigns which become parties to this Agreement;
   
bb)
"Priceco" means a corporation to be formed pursuant to the instructions of Barry J. Price
 
5

 
cc)
"Program" means a plan, including budgets, for the Project or any part thereof as approved by the Management Committee pursuant to this Agreement;
   
dd)
"Project" means the exploration and development of the Property, preparation and delivery of a Feasibility Report and the Construction and operation of facilities to put the Property into Commercial Production;
   
ee)
"Property" means those certain mining claims and related rights and interests set out and more particularly described in Schedule "A" hereto and Other Tenements and shall include any renewal thereof and any form of substitute or successor title thereto;
   
ff)
"Royalty" means a royalty on the Net Profits calculated in accordance with Schedule "B" hereto;
   
gg)
"Simple Majority" means a decision made by the parties hereof or the Management Committee by greater than 50% of the votes entitled to be cast.
 
REPRESENTATIONS AND WARRANTIES
 
2.1 Each of the parties represents each to the other that:
 
a) it is the legal and beneficial owner of the Interest as set forth and described in the recitals hereto free and clear of all liens, charges and encumbrances except as set forth in Schedule "A" attached hereto and the Option Agreement; and
 
b) save and except as set out herein, there is no adverse claim or challenge against or to the ownership of or title to its Interest or any portion thereof, nor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase its Interest or any portion thereof.
 
2.2 Each of the parties represents each to the other that:
 
a) it is a company duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction;
 
b) it has full power and authority to carry on its business and enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement and to carry out and perform all of its obligations hereunder; and
 
c) it has duly obtained all corporate authorizations for the execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not conflict with 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 con stating 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.
 
2.3 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 transactions contemplated hereby and each of the parties will indemnity 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 the other party hereunder.
 
PURPOSE AND CREATION OF THE JOINT VENTURE
 
3.1 The parties agree each with the other to use their best efforts to develop and operate the Property with the goal of eventually putting the Property into Commercial Production should a Feasibility Report recommending Commercial Production be obtained and a decision to commence Commercial Production be made, and for this purpose the parties hereby agree to associate and participate in a single purpose joint venture to carry out all such acts which are necessary or appropriate, directly or indirectly, to carry out the Project.
 
3.2 The parties have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute a party the partner, agent or legal representative of any other party or create any fiduciary relationship between them for any purpose whatsoever. No party shall have any authority to
 
6

 
act for or to assume any obligations or responsibility on behalf of any other party except as may be, from time to time, agreed upon in writing between the parties or as otherwise expressly provided.
 
3.3 The rights and obligations of each party shall be in every case several and not joint or joint and several.
 
3.4 Beneficial ownership of the Property shall remain in each party in proportion to its respective Interest and any legal title to the Property held by any party shall be subject to this Agreement. All property held, acquired or contributed by or on behalf of the parties under or pursuant to this Agreement shall be beneficially owned by the parties as tenants in common in proportion to their respective Interests.
 
3.5 Each party shall make available its Interest for the purposes of the Project and, in particular, each party agrees to grant a mortgage, charge, lien, encumbrance on, or a security Interest in, its Interest to and in favour of any lender or party hereto to facilitate financing of the Project or any portion thereof.
 
3.6 The rights and obligations of the parties created under this Agreement shall be strictly limited to the Property and shall not be extended by implication or otherwise, except with the unanimous written consent of the parties.
 
3.7 Except as may be otherwise expressly provided in this Agreement, nothing herein shall restrict in any way the freedom of any party, except with respect to its Interest, to conduct as it sees fit any business or activity whatsoever, including the development or application of any process, and the exploration for, development, mining, extraction, production, handling, processing or any treatment, transportation or marketing of any ore, mineral or other product for any other purpose, without any accountability to any other party.
 
3.8 Each party shall do all things and execute all documents necessary in order to maintain the Property and the Property Rights in good standing.
 
3.9 Except as may be otherwise expressly specified in this Agreement, each party, in proportion to its Interest, shall indemnify and hold harmless each other party and each director, officer, employee, agent and representative of each other party, from and against any claim of or liability to any third person asserted on the ground that action taken under this Agreement has resulted in or will result in any loss or damage to such third person to the extent, but only to the extent that such claim or liability is paid by such other party in the amount in excess of that amount payable by reason of such other party's Interest, but the foregoing shall not prejudice any claim of any party against the Operator.
 
3.10 Each party covenants and agrees with the others:
 
 
(a) to perform or cause to be performed its obligations and commitments under this Agreement and, without limiting the generality of the foregoing, to pay Costs in proportion to its Interest except as may be otherwise provided in Article 4 and Article 9 hereof; and
 
 
(b) not to engage either alone or in association with others in any activity in respect of the Property or the Project except as provided or authorized by this Agreement.
 
3.11 For administrative convenience, and without, altering or affecting the rights, titles and interests created hereby, the parties agree that the Operator may hold the Property, in trust, for the use and benefit of the parties in accordance with the terms and provisions of this Agreement and in proportion to their respective Interests as adjusted from time to time, until such times as the Management Committee shall determine that it is appropriate or advisable for the Property to be held or registered in the name of the parties, another trustee or nominee which the Management Committee may select. Such holding of the Property in trust shall not prevent the vesting of the legal and beneficial title hereto in the parties in the manner and at the times as otherwise herein provided.
 
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DILUTION
 
4.1 Upon formation of the Joint Venture, Priceco will be deemed to have contributed forty two thousand six hundred dollars ($42,600)and IRC will be deemed to have contributed two hundred forty one thousand dollars ($241 ,000)of Costs to the Joint Venture for purposes thereof
 
4.2 The respective Interests of the parties shall be subject to variation from time to time in the event: (a) of failure by a party to pay its proportionate share of Costs;
 
      (b) subject to Section 4.5 and Section 8.7 hereof, of the election by a party not to participate in a Program, or;
 
 
(c) subject to Section 4.5 and Section 8.7 hereof, of the election by a party to pay less than its proportionate share of Costs in respect of a Program adopted by the Management Committee.
 
4.3 Upon the happening of any of the events set forth in subsection 4.2(a)-(b), inclusive hereof, each party's Interest shall be varied to equal the product obtained by multiplying 100% by a fraction of which the numerator shall be the amount of Costs paid by such party and of which and the denominator shall be the total amount of Costs paid by all parties. For the purposes of this section, the amount of Costs paid by a party shall include the amount of Costs deemed to have been paid by that party as set forth in Section 4.1.
 
4.4 In the event that a party's Interest is reduced to five (5%) percent or less by the operation of Section 4.3 hereof, such party shall forthwith relinquish its Interest and shall transfer such Interest to the other parties hereto in proportionate shares and shall receive as consideration therefor a Royalty equal to two and one-half (2.5%) percent of Net Profits. In the event of such relinquishment, such party shall have no further right to participate in any Programs and shall have no further Interest in the Property, except the Royalty.
 
4.5 A party which forfeits or reduces its Interest in the Property pursuant to Section 4.2 shall have the rights to redeem its position if the actual Costs expended is less costly by at least 25% than the budget as set out in the Program to which the party had not agreed, otherwise the forfeiture is final. The Operator shall not later than thirty (30) days after completion of a Program, provide a complete statement of expenditures incurred to date and an estimate of expenditures to be incurred to completion of the Operating Year (such expenditures to be verified by audit within six (6) months if the forfeiting party request and agrees to pay for same) to all parties including the forfeiting party. Within twenty (20) days of receipt of the foregoing statement, the forfeiting party shall inform the Operator of its wish to redeem its Interest or to require an audit. A party redeeming its Interest shall pay the Costs it would have paid had it participated in the Program, plus interest thereon at a rate per annum of prime plus one percent thereon from the date of the Operator's invoices to the date of payment to the Operator. Payment shall be made by the redeeming party to the Operator within thirty (30) days of providing notice of such redemption. The Operator shall pay the proceeds to the other parties in proportion to the manner in which their Interests related to the participation in the subject Program.
 
MANAGEMENT COMMITTEE
5.1 A Management Committee, consisting of one representative of each party, and one or more alternate representatives, shall be constituted and appointed within fourteen (14) days after the formation of the Joint Venture. The Management Committee shall manage, or supervise the management of, the business and affairs of the Joint Venture and shall exercise all such powers and do all such acts as the Joint Venture may exercise and do. The Management Committee shall meet within fifteen (15) days of its constitution (at which time a chairman shall be elected from among their number) and may otherwise meet at such places as it thinks fit for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings as the members thereof deem fit. Unless otherwise provided herein, questions arising at any meeting of the Management Committee shall be decided by a Simple Majority of votes with each party's representatives being entitled to cast that number of votes which is equal to that party's Interest. Unless agreed to in writing by the parties hereto, all meetings of the Management Committee
 
8

 
shall be held in Calgary, Alberta or such other place as the parties may agree. Any meetings may, if the parties so consent, be held by conference telephone.
 
5.2 Management Committee Quorum:
 
a)  
A quorum for any meeting of the Management Committee shall consist of a representative or representatives of a party or parties whose Interests aggregate one hundred (l00%) percent. No business other than the election of a chairman, if any, and the adjournment or termination of the meeting shall be dealt with if a quorum is not present at the commencement of the meeting but the quorum need not be present throughout the meeting;
b)  
If a quorum is not present at the opening of a meeting, the parties present or represented shall adjourn the meeting for a period of seven (7) days from the date of the adjourned meeting, but shall not transact any other business. A quorum for any such adjourned meeting shall consist of a representative or representatives of a party or parties who attend such reconvened meeting.
 
5.3 A meeting of the Management Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretion bestowed upon the Management Committee in this Agreement.
 
5.4 No questions submitted to the Management Committee need be seconded and the chairman, if any, of the meeting shall be entitled to submit the questions to a vote during the meeting.
 
5.5 The decision on any question by consent in writing of the representatives of all parties shall be as valid as if it had been decided at a duly called and held meeting of the Management Committee. Each decision may be in counterparts each consented to in writing by one or more representatives which together shall be deemed to constitute one decision.
 
5.6 At the time of any decision by the Management Committee to adopt a Program, the parties shall pay, su~iect to the provisions of Article 8 hereof, their proportionate share of the estimated Costs of such Program by depositing the same into the interest bearing bank account opened and maintained pursuant to Section 5.7 hereof.
 
5.7 The Management Committee shall open and maintain an interest bearing bank account with a Canadian Chartered bank in the name of the Joint Venture and shall use the funds on deposit therein for the purposes of the Joint Venture. The Management Committee shall appoint signing officers on the said account as shall be required and shall advise the parties of the particulars of the said account.
 
5.8 Each of the parties hereby agrees that:
a)  
any interest earned on any sums deposited in the bank account opened and maintained pursuant to Section 5.7 hereof shall be shared in proportion to their respective Interests; and
b)  
each shall, following formation of the Joint Venture, deposit in such account in proportion to their Interests any of the actual Costs in excess of the estimated Costs when requested to do so by the Management Committee.
 
5.9 Any party (the "Paying Party") may pay any reasonable Costs due to maintain the Property or the Project in good standing and the other parties shall, in proportion to their Interest and within fifteen (15) days of being given notice of such payment, reimburse the Paying Party for such payment, failing such reimbursement the parties not paying shall, for purposes of Section 4.2 hereof, be deemed to have elected not to participate in a Program in accordance with Section 8.3 hereof, and the provisions of Article 4 hereof shall apply.
 
5.10 In the event that the Operator or the consultant appointed pursuant to Section 7.4 recommends that further work be conducted on the Property, then the Management Committee shall prepare or cause to be prepared a Program.
 
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5.11 At any time during the currency of this Agreement the Management Committee may cause a Feasibility Report to be prepared by a substantial and well recognized engineering firm in such form as the Management Committee may require. The Management Committee shall, forthwith upon receipt of a Feasibility Report, provide each of the parties with a copy thereof. Upon request of any party and at reasonable intervals and times the parties shall meet in order to discuss such a report.
 
OPERATOR
 
6.1 The initial Operator shall be Priceco. An Operator shall continue as Operator until changed pursuant to the terms hereof or by a decision of the Management Committee with parties representing a Simple Majority voting in favour if the Operator has failed to perform in a manner that is consistent with good mining practice or has failed to perform in a manner consistent with its duties and responsibilities under this Agreement, and the Management Committee has given to the Operator written notice setting forth particulars ofthe Operator's default and the Operator has not within 30 days of receipt of such notice commenced to remedy the default and thereafter to proceed continuously and diligently to complete all required remedial action.
 
6.2 The Operator may at any time on sixty (60) days notice to the Management Committee resign as Operator, in which event the Management Committee shall select another party or person to be Operator (hereinafter called the "new Operator") upon the thirtieth (30th) day after receipt of the Operator's notice of resignation or such sooner date as the Management Committee may establish and give notice of to the resigning Operator. The resigning Operator shall thereupon be released and discharged from all its duties and obligations as Operator upon the appointment of the new Operator except those duties and obligations that it theretofore should have performed.
 
6.3 Upon the Operator making a voluntary or involuntary assignment into bankruptcy or taking advantage of any legislation for the winding-up or liquidation of the affairs of insolvent or bankrupt companies the Operator shall automatically be terminated as operator and the other party or its nominee appointed as Operator.
 
6.4 The new Operator shall assume all of the rights, duties, obligations and status of the Operator as provided in this Agreement, other than the previous Operator's Interest, if any, without obligation to retain or hire any of the employees of the former Operator or to indemnify the former Operator for any costs or expenses which the previous Operator will incur as a result of the termination of employment of any of its employees resulting from this change of Operator, and shall continue to act as Operator until its replacement or resignation.
 
6.5 Upon the effective time of a resignation, removal or cessation, the departing Operator shall within sixty (60) days of such resignation, removal or cessation, turn over to its successor, or if no successor has been designated, to the Management Committee, control and possession of the Property together with (i) all documents, books, records and accounts (or copies thereof) pertaining to the performance of its functions as Operator and (ii) all monies held by it in its capacity as the Operator. Upon transfer and delivery thereof, the departing Operator shall be released and discharged from, and the successor Operator shall assume, all duties and obligations of Operator except the unsatisfied duties and obligations of the departing Operator accrued prior to the effective date of the change of Operator and for which the departing Operator shall, notwithstanding its release or discharge, continue to remain liable, it being understood and agreed that the departing and successor Operators respectively shall co-operate in finalizing all outstanding matters and completing the transition. If the title to any real or personal property included in the Property is held in the name of the departing Operator, it shall transfer such property to the successor Operator in trust for the parties hereto unless otherwise directed by the Management Committee.
 
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6.6 Within sixty (60) days of the effective time of an Operator's resignation, removal or cessation as Operator, the Management Committee may cause an audit to be made of the records maintained by the departing Operator and the cost of such audit shall be for the joint account of the parties hereto. 6.7 Except as authorized by the Management Committee or as otherwise herein provided, the Operator shall not assign its operating rights or obligations under this Agreement.
 
POWER, DUTIES AND OBLIGATIONS OF OPERATOR
 
7.1 Subject to the control and direction of the Management Committee, the Operator shall have full right, power and authority to do everything necessary or desirable to carry out a Program and the Project and to determine the manner of exploration and development of the Property and, without limiting the generality of the foregoing, the right, power and authority to:
 
a)  
regulate access to the Property subject only to the right of representatives of the parties to have access to the Property at all reasonable times for the purpose of inspecting work being done thereon but at their own risk and expense;
b)  
employ and engage such employees, agents and independent contractors as it may consider necessary or advisable to carry out its duties and obligations hereunder and in this connection to delegate any of its powers and rights to perform its duties and obligations hereunder, but the Operator shall not enter into contractual relationships with another person except on terms which are commercially competitive;
c)  
execute all documents, deeds and instruments, do or cause to be done all such acts and
d)  
things and give all such assurances as may be necessary to maintain good and valid title to the Property. Each party hereby irrevocably constitutes the Operator its true and lawful attorney to give effect to the foregoing and hereby agrees to indemnify and save the Operator harmless from any and all costs, loss or damage sustained or incurred without gross negligence or bad faith by the Operator directly or indirectly as a result of its exercise of its powers pursuant to this subsection; and
e)  
conduct such title examination and cure such title defects as may be advisable in the reasonable judgment of the Operator.
 
7.2 The Operator shall have the following duties and obligations during the term hereof:
 
a)  
to diligently manage, direct and control all exploration, development and producing operations in and under the Property in a prudent and workmanlike manner and in compliance with all applicable laws, rules, orders and regulations;
b)  
to prepare and deliver to each of the parties during the periods of active field work, monthly progress and expense reports of the work in progress, on or before the day which is forty-five (45) days following each calendar month with respect to work done in such month and on or before the first day of every calendar year, comprehensive annual reports covering the activities and expenses hereunder and such report shall include the results obtained during the twelve (12) month period ending on ! immediately preceding;
c)  
to provide and deliver to each of the parties, together with the reports referred to in subparagraph (b), copies of all assays, maps and drill logs;
d)  
subject to the terms and conditions of this Agreement, to keep the Property in good standing, free and clear of all liens, charges and encumbrances of every character arising from operations (except for those which are in effect on the date of this Agreement or are created pursuant to this Agreement, liens for taxes not yet due, other inchoate liens and liens contested in good faith by the Operator) and to proceed with all diligence to contest or discharge any lien that is filed by reason of the Operator's failure to perform its obligations hereunder;
e)  
to maintain true and correct books, accounts and records of operations hereunder in accordance with the Accounting Procedure, separate and apart from any other books, accounts and records maintained by the Operator, provided that the judgment of the Operator as to matters related to accounting, for which provision is not made in the Accounting Procedure shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada;
 
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f)  
to permit one representative of the parties appointed in writing at all reasonable times and at their expense to inspect, audit and copy the Operator's accounts and records relating to the accounting for production or to the determination of the proceeds from the sale thereof for any fiscal year of the Operator within 9 months following the end of such fiscal year. The Operator shall maintain its accounts and records for a period of at least two (2) years or such longer period as required by the laws of Canada or its Provinces. The parties shall be entitled to inspect, audit and copy the accounts and records upon giving the Operator ten (10) days notice of their intention to do so;
g)  
to obtain and maintain or cause any contractor engaged hereunder to obtain and maintain during any period in which active work is carried out hereunder such insurance coverage as the Management Committee deems advisable;
h)  
to permit the parties or their representatives appointed in writing, at all reasonable times, at their own expense and risk, reasonable access to the Property and all data derived from carrying out work thereon;
 
i)  
to open and maintain on behalf of the Joint Venture such bank account or bank accounts as the Management Committee may direct with a Canadian chartered bank;
 
j)  
to prosecute and defend, but not to initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of the Property, or Project;
k)  
to transact, undertake and perform all transactions, contracts, employments, purchases, operations, negotiations with third parties and any other matter or thing undertaken by or on behalf of the Joint Venture hereunder in the Operator's name and to pay all expenditures incurred in connection therewith promptly when due;
 
1)  
to transact, undertake and perform all transactions, contracts, employments, purchases, operations, negotiations with third parties and any other matter or thing undertaken on behalf of the parties in the Operators name; m) to maintain in good standing those mineral claims comprised in the Property by the doing and filing of all assessment work or the making of payments in lieu thereof and by the payment of all taxes and other like charges;
m)  
to take all proper and reasonable steps for the protection of rights of surface owners against damage occasioned by operations to be conducted hereunder and pay such damages as may lawfully be determined as resulting from such operations.
 
7.3 Subject to any specific provisions of this Agreement, the Operator, in carrying out its duties and obligations hereunder, shall at all times be subject to the direction and control of the Management Committee and shall perform its duties hereunder in accordance with the instructions and directions as from time to time communicated to it by the Management Committee and shall make all reports to the Management Committee except where otherwise specifically provided herein.
 
7.4 The Operator shall commence and diligently complete the Project and without limiting the generality of the foregoing, may retain an independent consulting geologist acceptable to the Management Committee to prepare a report in respect of the Project, the results thereof, the conclusions derived therefrom and the recommendation as to whether or not further work should be conducted on the Property.
 
7.5 Subject to Section 7.3, the Operator may charge the following sums in return for its head office overhead functions which are not charged directly as provided in the Accounting Procedure: a) with respect to Mine Construction, an amount equal to 5.0% of all Construction Costs; and b) subsequent to the Completion Date, an amount equal to 2.5% of all Operating Costs.
 
7.6 Notwithstanding Section 7.5, if a party gives notice in writing to the Management Committee that the party holds a bona fide belief that the sums charged under Section 7.5 are either excessive or insufficient then the Management Committee shall call a meeting to be held within ninety (90) days of receipt of such notice for the purpose of amending or ratifying the amounts charged under Section 7.5 hereof.
 
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PROGRAMS
 
8.1 Expenditures shall only be incurred under and pursuant to Programs prepared by the Operator and approved by the Management Committee. Any Feasibility Report shall be prepared pursuant to a separate Program.
 
8.2 The Operator shall prepare and submit to the Management Committee a Program within 90 days of the completion of the previous Program. If the Operator does not prepare a Program within the time limited, then the other parties shall have the right to prepare a Program for submission to the Management Committee at which time the party submitting the Program shall become the Operator.
 
8.3 Within sixty (60) days of the approval by the Management Committee of a Program, each party shall give written notice to the Operator stating whether or not it elects to contribute its respective Costs of such Program or requesting the Operator to revise this Program provided that each party may only make such requests once in respect of each Program. Subject to Section 8.7, failure by any of the parties to give notice pursuant to this subsection within such sixty (60) day period shall be deemed an election by that party not to contribute to such Program.
 
8.4 If the party elects or is deemed to have elected not to contribute its Costs of a Program, the other parties may give notice in writing to the Operator stating that it or they will contribute all expenditures under or pursuant to such Program and the Operator will proceed with such Program and thereafter the interests of the parties shall be adjusted in accordance with Article 4. The Operator will not proceed with any Program which is not fully subscribed.
 
8.5 If the parties elect or contribute their respective Costs of a Program, the Operator will proceed with the Program.
 
8.6 If   any party requests the Operator to revise a Program in accordance with Section 8.3, the Operator will revise such Program at once and resubmit the revised Program to the parties on the same terms and conditions as any other Program, except that the parties shall not have the right to request any further revisions.
 
8.7 If   any party elects or is deemed to have elected not to contribute to a Program its Interest will not be subject to adjustment if, within sixty (60) days of such election or deemed election it elects to pay to the contributing party or parties one hundred and fifty (150%) percent of what would otherwise have been its contribution to such Program, but any amount so paid in excess of what would otherwise have been its contribution to such Program shall be deemed not to be a contribution to Costs by the party making it.
 
8.8 An election by a party to contribute to a Program shall make that party liable to pay its proportionate share of Costs actually incurred under or pursuant to the Program including Program Overruns, as herein after defined, of up to but not exceeding ten (10%) percent.
 
8.9 After having elected to contribute to a Program which is proceeded with, a party shall, within 30 days after being invoiced therefor by the Operator, pay such portion of its share of Costs as the Operator may require but the Operator shall not require payment of any funds more than one month in advance.
 
8.10 If   it appears that Costs will exceed by greater than ten (10%) percent those estimated under a program the Operator shall immediately give written notice to the party or parties contributing to that program outlining the nature and extent of the additional costs and expenses (hereinafter called "Program overruns"). If Program Overruns are approved by the party or parties contributing to that Program, then within thirty (30) days after the receipt of a written request from the Operator, the party or parties contributing to that Program shall provide the Operator with their respective shares of such Program overruns. If Program Overruns are not approved by the party or parties contributing to that Program, the Operator shall have a right to curtail or abandon such Program. Any costs incurred by the Operator due to
 
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a curtailment or abandonment of the Program shall be paid by the parties pursuant to their respective Interests in the Program.
 
8.11 If any party at any time fails to pay its share of Costs in accordance with Sections 8.9 or 8.10, the Operator may give written notice to that party demanding payment, and if the party has not paid such amount within fifteen (15) days of the receipt of such notice, that party shall be deemed to:
(a) be in default under Section 8.9 or 8.10 as applicable; and
 
(b) have elected not to contribute to that Program for the purpose of Article 4 and the Interest of the parties shall be adjusted in accordance with Article 4 and the Operator shall have the right to curtail or abandon the Program and that party shall not be entitled to contribute to any subsequent Programs.
 
MINE FINANCING
 
9.1 The parties hereto shall be responsible for providing or arranging the financing of a Mine. In providing or arranging the financing for a Mine, the Property and Mine may be pledged, hypothecated, mortgaged, charged, or otherwise encumbered in order to secure monies borrowed and used for the sole purpose of enabling the Mine to be financed. Subject to this Article any party may pledge, mortgage, hypothecate, charge or otherwise encumber its interest in order to secure by way of floating charge as a part of the general corporate assets of that party's money borrowed for its general corporate purposes, provided that the pledgee, mortgagee, holder of the charge or encumbrance (in this paragraph referred to as a "Chargee") shall hold the same subject to the provisions of this Agreement and that if the Chargee realizes upon any of its security it will comply with this Agreement. The agreement between the party, as borrower, and the Chargee shall contain specific provisions to the same effect as the provisions of this Article.
 
CONSTRUCTION OF MINE
 
10.1 Upon approval by the Management Committee of the Feasibility Report recommending the Construction of a Mine, the Management Committee shall cause the Operator to, and the Operator shall, proceed with Construction with all reasonable dispatch. Construction shall be substantially in accordance with the Feasibility Report subject to any variations agreed upon by the parties and subject also to the right of the Management Committee to cause such other reasonable variations in Construction to be made as the Management Committee deems advisable.
 
OPERATION OF MINE
11.1 Commencing with the Completion Date, all Mining Operations shall be planned and conducted and all estimates, reports and statements shall be prepared and made on the basis of an Operating Year.
 
11.2 With the exception of the first Operating Year, an Operating Plan for each Operating Year shall be submitted by the Operator to the parties not later than ninety (90) days prior to the end of the year immediately preceding the Operating Year to which the Operating Plan relates. Each Operating Plan shall contain the following:
 
  a)  
a plan for the proposed Mining Operations;
 b)  
a detailed estimate of all Mine Costs plus a reasonable allowance for contingencies;
 c)  
an estimate of the quantity and quality of the ore to be mined and the concentrates or metals to be produced; and such other facts as may be necessary to reasonably illustrate the results intended to be achieved by the Operating Plan; and upon request of any party the Operator shall meet with that party to discuss the Operating Plan and shall provide such additional or supplemental information as that party may reasonably require with respect thereto.
 
11.3 The Management Committee shall adopt each Operating Plan, with such changes as it deems necessary, on or prior to ninety (90) days prior to the end of the year immediately preceding the Operating Year to which the Operating Plan relates; provided, however, that the Management Committee may from time to time and at any time amend any Operating Plan.
 
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11.4 The Operator shall be entitled to include in the estimate of Mine Costs referred to in Section 11.2 hereof the reasonably estimated costs of satisfying continuing obligations that may remain after this Agreement terminates, in excess of amounts actually expended. Such continuing obligations are or will be incurred as a result of the Joint Venture and shall include such things as monitoring, stabilization, reclamation or restoration obligations, severance and other employee benefit costs and all other obligations incurred or imposed as a result of the Joint Venture which continue or arise after termination of this Agreement and settlement of all accounts. The amount accrued from time to time for the satisfaction of such continuing obligations shall be classified as Costs hereunder but shall be segregated into a separate account.
 
PAYMENT OF CONSTRUCTION AND OPERATING COSTS
 
12.1 The parties hereto shall, from time to time, pay for all Mine Construction Costs incurred to the date of invoice, or at the beginning of each month for an advance equal to the estimated cash disbursements to be made during the month. Each party shall pay the Mine Construction Costs or the estimated cash disbursements within thirty (30) days after receipt of the invoice.
 
12.2 The Operator may invoice the parties, from time to time, for Operating Costs incurred to the date of the invoice, or at the beginning of each month for an advance equal to the estimated cash disbursements to be made during the month. The parties shall pay the Operating Costs or the estimated cash disbursements aforesaid to the Operator within thirty (30) days after receipt of the invoice. If the payment or advance requested is not so made, the amount of the payment or advance shall bear interest calculated monthly not in advance from the 30th day after the date of receipt of the invoice thereof by the parties at a rate equivalent to the weighted average prime rate for the month plus two percent until paid. The Operator shall have a lien on a party or parties' aggregate Interest in order to secure any payment or advance required hereunder together with interest which has accrued thereon. 12.4 If a party or parties fail (i) to pay an invoice contemplated in Section 9.3 within the time period herein provided, or (ii) to pay an invoice contemplated in Section 12.3 within the thirty (30) day period aforesaid, the Operator may, by notice, demand payment. If no payment is made within fifteen (15) days of the Operator's demand notice, the Operator may, without limiting its other rights at law, enforce the lien created by Section 12.3 by taking possession of all or any part of the parties' aggregate Interest. The Operator may sell and dispose of the Interest which it has so taken into its possession by:
 
a)  
first offering that Interest to the other parties, if more than one then in proportion to the respective Interests of the parties which wish to accept that offer, for that price which is the fair market value stated in the lower of two appraisals obtained by the Operator from independent, well recognized appraisers competent in the appraisal of mining properties; and
b)  
if the parties have not purchased all or part of that Interest as aforesaid, then by selling the balance, if any, either in whole or in part or in separate parcels at public auction or by private tender (the parties being entitled to bid) at a time and on whatever terms the Operator shall arrange, having first given notice to the parties of the time and place of the sale. As a condition of the sale as contemplated in Article 12.4(b), the purchaser shall agree to be bound by this Agreement and, prior to acquiring the Interest, shall deliver notice to that effect to the parties, in form acceptable to the Operator. The proceeds of the sale shall be applied by the Operator in payment of the amount due from the parties and interest as aforesaid, and the balance remaining, if any, shall be paid to the parties after deducting reasonable costs of the sale. Any sale or disposal made as aforesaid shall be a perpetual bar both at law and in equity by the parties and its successors and assigns against all other parties and the Operator.
 
DISTRIBUTION IN KIND
 
13.1 It is expressly intended that, upon approval of a Feasibility Report recommending the Construction of a Mine, the association of the parties shall be limited to the efficient production of Mineral Products from the Property and that each of the parties shall be entitled to use, dispose of or otherwise deal with its proportionate share of Mineral Products as it sees fit. Each party shall take in kind the Mineral Products
 
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produced from the Mine, f.o.b. truck or railcar on the Property, and separately dispose of its proportionate share of the Mineral Product. Extra costs and expenses incurred by reason of the parties taking in kind and making separate dispositions shall be paid by each party directly and not through the Operator or Management Committee.
 
13.2 Each party shall construct, operate and maintain, all at its own cost and expense, any and all facilities which may be necessary to receive and store and dispose of its proportionate share of the Mineral Product at the rate the same are produced.
 
13.3 If a party has not made the necessary arrangements to take in kind and store its share of production as aforesaid the Operator shall, at the sole cost and risk of that party store, in any location where it will not interfere with Mining Operations, the production owned by that party. The Operator and the other parties shall be under no responsibility with respect thereto. All of the Costs involved in arranging and providing storage shall be billed directly to, and be the sole responsibility of the party whose share of production is so stored. The Operator's charges for such assistance and any other related matters shall be billed directly to and be the sole responsibility of the party. All such billings shall be subject mutatis mutandis to the provisions of Paragraphs 12.3.
 
SURRENDER OF INTEREST
 
14.1 Any party may, at any time upon notice, surrender its entire Interest to the other parties by giving those parties notice of surrender. The notice of surrender shall:
 
a)  
indicate a date for surrender not less than three months after the date on which the notice is given; and
b)  
contain an undertaking that the surrendering party will:
i)  
satisfy its proportionate share, based on its then Interest, of all obligations and liabilities which arose at any time prior to the date of surrender;
ii)  
if the Operator has not included in Mine Costs the costs of continuing obligations as set out in Section 11.4 hereof, pay its reasonably estimated prop0l1ionate share, based on the surrendering party's then Interest, of the Costs of rehabilitating the Mine site and of reclamation as at the date of surrender; and
iii)  
iii) will hold in confidence, for a period of two years from the date of surrender, all information and data which it acquired pursuant to this Agreement.
 
14.2 Upon the surrender of its entire Interest as contemplated herein and upon delivery of a release in writing, in form acceptable to counsel for the Operator, releasing the other parties from all claims and demands hereunder, the surrendering party shall be relieved of all obligations or liabilities hereunder except for those which arose or accrued or were accruing due on or before the date of the surrender.
 
14.3 A party to whom a notice of surrender has been given as contemplated herein may elect, by notice within ninety (90) days to the party which first gave the notice, to accept the surrender, in which case Article 11.4 and 14.2 shall apply, or to join in the surrender.
 
TERMINATION OR SUSPENSION OF MINING OPERATIONS
 
15.1 The Operator may, at any time subsequent to the Completion Date, on at least thirty (30) days notice to all parties, recommend that the Management Committee approve the suspension of Mining Operations. The Operator's recommendation shall include a plan and budget (in this Article 15 called the "Mine Maintenance Plan") in reasonable detail of the activities to be performed to maintain the Property during the period of suspension and the Costs to be incurred. The Management Committee may, at any time subsequent to the Completion Date, cause the Operator to suspend Mining Operations in accordance with the Operator's recommendation with such changes to the Mine Maintenance Plan as the Management Committee deems necessary. The parties shall be committed to contribute their proportionate share of the Costs incurred in connection with the Mine Maintenance Plan. The Management Committee may cause Mining Operations to be resumed at any time.
 
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15.2 The Operator may, at any time following a period of at least ninety (90) days during which Mining Operations have been suspended, upon at least thirty (30) days notice to all parties, or in the events described herein, recommend that the Management Committee approve the permanent termination of Mining Operations. The Operator's recommendation shall include a plan and budget (in this Article 15 called the "Mine Closure Plan") in reasonable detail of the activities to be performed to close the Mine and reclaim the Property. The Management Committee may, by unanimous approval of the representatives of all parties, approve the Operator's recommendation with such changes to the Mine Closure Plan as the Management Committee deems necessary.
 
15.3 If the Management Committee approves the Operator's recommendation as aforesaid, it shall cause the Operator to:
 
a)  
implement the Mine Closure Plan whereupon the parties shall be committed to pay, in proportion to their respective Interests, such Costs as may be required to implement that Mine Closure Plan;
b)  
remove, sell and dispose of such assets as may reasonably be removed and disposed of profitably and such other assets as the Operator may be required to remove pursuant to applicable environmental and mining laws; and sell, abandon or otherwise dispose of the Property. The disposal price for the Property shall be the best price obtainable and the net revenues, if any, from the removal and sale shall be credited to the parties in proportion to their respective Interests.
 
15.4 If the Management Committee does not approve the Operator's recommendation contemplated herein, the Operator shall maintain Mining Operations in accordance with the Mine Maintenance Plan pursuant to this Article 1
 
INFORMATION AND DATA
 
16.1 At all times during the subsistence of this Agreement the duly authorized representatives of each party shall have access to the Property and the Project at its and their sole risk and expense and at reasonable intervals and times, and shall further have access at all reasonable time to all technical records and other factual engineering data and information relating to the Property and the Project in the possession of the Management Committee or the Operator. In exercising the right of access to the Property or the Project the representatives of a party shall abide by the rules and regulations laid down by the Management Committee and by the Operator relating to matters of safety and efficiency. If any representative of a party is not an employee, the party shall so advise the Operator so that the Operator may require the representative, before giving him access to the Property or the Project or to data or information relating thereto, to sign and undertaking in favour of the Joint Venture, in form and substance satisfactory to the Operator, to maintain confidentiality to the same extent as each party is required to do under Section 16.2 hereof.
 
16.2 All records, reports, accounts and other documents referred to herein with respect to the Property and the Project and all information and data concerning or derived from the Property and the Project shall be kept confidential and each party shall take or cause to be taken such reasonable precautions as may be necessary to prevent the disclosure thereof to any person other than each party, the Operator, an Affiliate and any financial institution or other person having made, making or negotiating loans to one or more of the foregoing or any trustee for any such person, or as may be required by laws, by regulation or policy of any governmental agency, securities commission or stock exchange, or in connection with the filing of a prospectus or statement of material facts by a party, an Affiliate or the Operator or to a prospective assignee as permitted hereunder, or as may be required in the performance of obligations under this Agreement without prior consent of all parties, which consent shall not be unreasonably withheld.
 
PARTITION
 
17.1 No party shall, during the term of this Agreement, exercise any right to apply for any partition of the Property or for sale thereof in lieu of partition.
 
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TAXATION
 
18.1 Each party on whose behalf any Costs have been incurred shall be entitled to claim all tax benefits, write-offs and deductions with respect thereto.
 
RIGHT OF FIRST REFUSAL
 
19.1 Save and except as provided in Section 3.5 and Article 4 hereof, the parties shall not transfer, convey, assign, mortgage or grant an option in respect of or grant a right to purchase or in any manner transfer or alienate all or any portion of its Interest or rights under this Agreement otherwise in accordance with this Article.
 
19.2 Nothing in this Article shall prevent a sale by a party of all of its Interest or an assignment of all its rights under this Agreement to an Affiliate provided that such Affiliate first complies with the provisions of Section.
 
19.10 and agrees with the other party in writing to retransfer such interest to the originally assigning party before ceasing to be an Affiliate of such party;
 
a)  
a variation pursuant to Section 4.3; or
 
b)  
a disposition pursuant to an amalgamation or corporate reorganization which will have the effect in law of the amalgamating or surviving company possessing all the property, rights and interests and being subject to all the debts, liabilities and obligations of each amalgamating or predecessor company.
 
19.3 Should a party (the "transferring party") intend to dispose of all or any portion of its Interest or rights under this Agreement it shall first give notice in writing to the parties (the "other par1ies") of such intention together with the terms and conditions on which the transferring party intends to dispose of its Interest or a portion thereof or rights under this Agreement.
 
19.4 If a party (the "transferring party") receives any offer to dispose of all or any portion of its Interest or rights under this Agreement which it intends to accept, the transferring party shall not accept the same unless and until it has first offered to sell such Interest or rights to the parties (the "other parties") on the same terms and conditions as in the offer received and the same has not been accepted by the other parties in accordance with Section 19.6.
 
19.5 Any communication of an intention to sell pursuant to Section 19.3 and 19.4 (the "Offer") for the purpose of this Article only shall be in writing delivered in accordance with Article 21 and shall:
 
a)  
set out in reasonable detail all of the terms and conditions of any intended sale;
 
b)  
if it is made pursuant to Section 19.3, include a photocopy of the Offer; and
 
c)  
if it is made pursuant to Section 19.4, clearly identify the offering party and include such information as is known by the transferring party about such offering party; and such communication will be deemed to constitute an Offer by the transferring party to the other parties to sell the transferring party's Interest or its rights (or a portion thereof as the case may be) under this Agreement to the other parties on the terms and conditions set out in such Offer. For greater certainty it is agreed and understood that any Offer hereunder shall deal only with the disposition of the Interest or rights of the transferring party hereunder and not with any other interest, right or property of the transferring party and such disposition shall be made solely for a monetary consideration.
 
19.6 Any Offer made as contemplated in Section 19.5 shall be open for acceptance by the other parties in accordance with their respective Interests for a period of sixty (60) days from the date of receipt of the Offer by the transferring party.
 
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19.7 If the other parties accept the Offer within the period provided for in Section 19.6, such acceptance shal1 constitute a binding agreement of purchase and sale between the transferring party and the other parties for the Interest or its rights (or a portion thereof as the case may be) under this Agreement on the terms and conditions set out in such Offer.
 
19.8 If the other parties do not accept the Offer within the period provided for in Section 19.6 or do accept but fail to close the transaction contemplated thereby within ninety (90) days following receipt of such Offer, the transferring party may complete a sale and purchase of its Interest or a portion thereof on terms and conditions not less favourable to the transferring party than those set out in the Offer and, in the case of an Offer under Section 19.4, only to the party making the original offer to the transferring party and in any event such sale and purchase shall be completed within nine months from the expiration of the right of the other party to accept such Offer of the transferring party must again comply with the provisions of this Article.
 
19.9 While any Offer is outstanding no other Offer may be made until the first mentioned Offer is disposed of and any sale resulting therefrom completed or abandoned in accordance with the provisions of this Article.
 
19.10 Before the completion of any sale by the transferring party of its Interest or rights or any portion thereof under this Agreement, the purchasing party shall enter into an agreement with the parties agreeing not to sell except on the same terms and conditions as set out in this Agreement.
 
FORCE MAJEURE
 
20.1 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, flood, explosion, strikes, lockouts or other industrial disturbances, laws, rules and regulations or orders of any duly constituted governmental authority or non-availability of materials or transportation (each an "Intervening Event").
 
20.2 All time limits imposed by this Agreement, excepting those set out in Article 15, will be extended by a period equivalent to the period of delay resulting from an Intervening Event. 20.3 A party relying on the provisions of Section 20.1 will take all reasonable steps to eliminate any Intervening Event and, if possible, will perform its obligations under this Agreement as far as practical, 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.
 
NOTICE
 
21.1 Any notice, direction, cheque or other instrument required or permitted to be given under this Agreement shall be in writing and may be given by the delivery of the same or by mailing the same by prepaid registered or certified mail or by sending the 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 front page hereof.
 
21.2 Any notice, direction, cheque 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 third 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, telex, telecommunication or other similar form of communication, be deemed to have been given or received on the day it was so sent.
 
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21.3 Any party may at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address or addresses therein specified will be deemed to be the address of such party for the purposes of giving notice hereunder.
 
WAIVER
 
22.1 If any provision of this Agreement shall fail to be strictly enforced or any party shall consent to any action by any other party or shall waive any provision as set out herein, such action by such party shall not be construed as a waiver thereof other than at the specific time that such waiver or failure to enforce takes place and shall at no time be construed as a consent, waiver or excuse for any failure to perform and act in accordance with this Agreement at any past or future occasion.
 
FURTHER ASSURANCES
 
23.1 Each of the parties hereto shall form time to time and at all times do all such further acts and execute and deliver all further deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement. For greater certainty, this section shall not be construed as imposing any obligation on any party to provide guarantees.
 
USE OF NAME
 
24.1 No party shall, except when required by this Agreement or by any law, by-law, ordinance, rule, order or regulation, use, suffer or permit to be used, directly or indirectly, the name of any other party for any purpose related to the Property or the Project.
 
ENTIRE AGREEMENT
 
25.1 This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, relative to the subject matter hereof.
 
AMENDMENT
 
26.1 This Agreement may not be changed orally but only by an agreement in writing, by the party or parties against which enforcement, waiver, change, modification or discharge is sought.
 
ARBITRATION
 
27.1 If any question, difference or dispute shall arise between the parties or any of them in respect of any matter arising under this Agreement or in relation to the construction hereof the same shall be determined by the award of three arbitrators to be named as follows:
 
a)  
the party or parties sharing one side of this dispute shall name an arbitrator and give notice thereof to the party or parties sharing the other side of the dispute;
 
b)  
the party or parties sharing the other side of the dispute shall, within 14 days of receipt of the notice, name an arbitrator; and
 
c)  
the two arbitrators so named shall, within 15 days of the naming of the latter of them, select a third arbitrator. The decision of the majority of these arbitrators shall be made within 30 days after the selection of the latter of them. The expense of the arbitration shall be borne equally by the parties to the dispute. If the parties on either side of the dispute fail to name their arbitrator within the time limited or proceed with the arbitration, the arbitrator named may decide the question. The arbitration shall be conducted in accordance with the provisions of the Arbitration Act of Alberta and the decision of the arbitrator or a majority of the arbitrators, as the case may be, shall be conclusive and binding upon all the parties.
 
RIGHT TO AUDIT
 
28.1 Any party acquiring a Royalty pursuant to this Agreement shall have the right to audit at its expense the books and records in respect of such Royalty of the Operator or the other parties, if it is not the Operator in respect of such Royalty.
 
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TIME
 
29.1 Unless earlier terminated by agreement of all parties or as a result of one party acquiring a 100% Interest, the Joint Venture and this Agreement shall remain in full force and effect for so long as any part of the Property or Project is held in accordance with this Agreement. Termination of the Agreement shall not, however, relieve any party from any obligations theretofore accrued but unsatisfied.
 
RULE AGAINST PERPETUITIES
 
30.1 If any right, power or interest of any party in any Property under this Agreement would violate the rule against perpetuities, then such right, power or interest shall terminate at the expiration of 20 years after the death of the survivor of all the lineal descendants of her Majesty, Queen Elizabeth II of the United Kingdom, living on the date of execution of this Agreement.
 
DOCUMENT RETENTION ON TERMINATION
 
31.1 Prior to the distribution of the Property or the Project or the net revenues received on the disposal thereof on termination of this Agreement, the Management Committee shall meet any may approve a procedure for the retention, maintenance and disposal of documents maintained by the Management Committee (the "Documents") and shall appoint such party as may consent thereto to ensure that all proper steps are taken to implement and maintain that procedure. If a quorum is not present at the meeting or if he Management Committee fails to approve a procedure as aforesaid, the Operator, if a party, otherwise the party holding the largest Interest as at the day immediately preceding the date the Management Committee was called to meet, shall retain, maintain and dispose of the Documents according to such procedure, in compliance with all applicable laws, as it deems fit. The party entrusted with the retention, and expenses incidental thereto and shall be entitled to receive payment of those costs and expenses prior to any distribution being made of the Property and Project or the net revenues received on the disposal thereof.
 
ENUREMENT
 
32.1 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
 
GOVERNING LAW
 
33.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the parties irrevocably attorn to the jurisdiction of the said province.
 
SEVERABILITY
 
34.1 If anyone 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.
 
NUMBER AND GENDER
 
35.1 Words used herein importing the singular number only 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 and corporations.
 
HEADINGS
 
36.1 The division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
 
TIME OF THE ESSENCE
 
37.1 Time shall be of the essence in the performance of this Agreement.
 
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day, month and year first above written.


PRICECO


per_____________________________________
   Barry J. Price, Pres. & CEO


IRC EXPLORATION LTD.


per_____________________________________
   Harry Bydgnes, Pres & CEO
 
22


SCHEDULE "A"
TO
THE JOINT VENTURE AGREEMENT
 
DESCRIPTION OF PROPERTY RIGHTS AND PROPERTY
 
DESCRIPTION OF PROPERTY RIGHTS AND PROPERTY
 
The Omineca Queen mineral claim is located within the Omineca Mining Division of British Columbia
 
Latitude: 55 deg 31 '28"N Longitude: 124 deg 06'36"W
 

Tenure
Number
Tenure
Type
Claim
Name
 
Owner
Map
Number
 
Expiry
 
Status
Number
of Cells
Area
(Hectares)
574763
Mineral
QUEEN
121855
(100%)
093N
January
27, 2009
Good
23
457.726
 
Owner 121855 is Barry J. Price
 

 
SCHEDULE"B"
TO
THE JOINT VENTURE AGREEMENT
 
DEFINITION OF NET PROFITS
 
1. "Net Profits" means the aggregate of:
 
 
(a)  all revenues from the sale or other disposition of ores, metals or minerals mined or extracted from the Property or any portion thereof and any concentrates produced therefrom; and
  
b)   all revenues from the operation, sale or other disposition of any Facilities the cost of which is included in the definition of "Operating Expenses", "Capital Expenses" or "Exploration Expenses", less (without duplication) Working Capital, Operating Expenses, Capital Expenses and Exploration Expenses.
 
2. "Working Capital" means the amount reasonably necessary to provide for the operation of the mining operation on the Property and for the operation and maintenance of the Facilities for a period of six months.
 
3. "Operating Expenses" means all costs, expenses, obligations, liabilities and charges of whatsoever nature or kind incurred or chargeable directly or indirectly in connection with Commercial Production from the Property and in connection with the maintenance and operation of the Facilities, all in accordance with generally accepted accounting principles, consistently applied, including, without limiting the generality of the foregoing, all amounts payable in connection with mining, handling, processing, refining, transporting and marketing of ore, concentrates, metals, minerals and other products produced from the Property, all amounts payable for the operation and maintenance of the Facilities including the replacement of items which by their nature require periodic replacement, all taxes (other than income taxes), royalties and other imposts and all amounts payable or chargeable in respect of reasonable overhead and administrative services.
 
4. "Capital Expenses" means all expenses, obligations and liabilities of whatsoever kind (being of a capital nature in accordance with generally accepted accounting principles) incurred or chargeable, directly or indirectly, with respect to the development, acquisition, redevelopment, modernization and expansion of the Property and the Facilities, including, without limiting the generality of the foregoing, interest thereon from the time so incurred or chargeable at a rate per annum from time to time equal to "prime rate" of the Royal Bank of Canada plus two (2%) percent per annum, but does not include Operating Expenses nor Exploration Expenses.
 
5. "Exploration Expenses" means all costs, expenses, obligations, liabilities and charges of whatsoever nature or kind incurred or chargeable, directly or indirectly, in connection with the exploration and development of the Property including, without limiting the generality of the foregoing, all costs reasonably attributable, in accordance with generally accepted accounting principles, to the design, planning, testing, financing, administration, marketing, engineering, legal, accounting, transportation and other incidental functions associated with the exploration and mining operation contemplated by this Agreement and with the Facilities, but does not include Operating Expenses nor Capital Expenses.
 
6. "Facilities" means all plant, equipment, structures, roads, rail lines, storage and transport facilities, housing and service structures, real property or interest therein, whether on the Property or not, acquired or constructed exclusively for the mining operation on the Property contemplated by this Agreement (all commonly referred to as "infrastructure").
 

 
SCHEDULE "C"   TO
THE JOINT VENTURE AGREEMENT
 
 
ACCOUNTING PROCEDURES
 
TABLE OF CONTENTS
 
 
1. Interpretation 
1
2.  Statements and Billings
2
3. Direct Charges
2
4. Purchase of Material 
3
5.  Disposal of Material 
4
6. Inventories 
4
7. Adjustments 
4
                                                                                                         
                                                                                                             
1. INTERPRETATION
 
In this Schedule the following words, phrases and expressions shall have the following meanings:
 
a)   
"Agreement" means the Agreement to which this Accounting Procedure is attached as Schedule "C"
b)  
"Count" means a physical inventory count.
c)  
"Employee" means those employees of the Operator who are assigned to and directly engaged in the conduct of Mining Operations, whether on a full-time or part-time basis.
d)  
"Employee Benefits" means the Operator's cost of holiday, vacation, sickness, disability benefits, field bonuses, paid to Employees and the Operator's costs of established plans for employee's group life insurance, hospitalization, pension, retirement and other customary plans maintained for the benefit of Employees and Personnel, as the case may be, which costs may be charged as a percentage assessment on the salaries and wages of Employees or Personnel, as the case may be, on a basis consistent with the Operator's cost experience.
e)  
"Field Offices" means the necessary sub-office or suboffices in each place where a Program or Construction is being conducted or a Mine is being operated.
f)  
"Government Contributions" means the cost or contributions made by the Operator pursuant to assessments imposed by governmental authority which are applicable to the salaries or wages of Employees or Personnel, as the case may be.
g)  
"Joint Account" means the books of account maintained by the Operator to record all costs, expenses, credits and other transactions arising out of or in connection with the Mining Operations.
h)  
"Material" means the personal property, equipment and supplies acquired or held, at the direction or with the approval of the Management Committee, for use in the Mining Operations and, without limiting the generality, more particularly "Controllable Material" means such Material which is ordinarily classified as Controllable Material, as that classification is determined or approved by the Management Committee, and controlled in mining operations.
i)  
"Personnel" means those management, supervisory, administrative, clerical or other personnel of the Operator normally associated with the Supervision Offices whose salaries and wages are charged directly to the Supervision Office in question.
j)  
"Reasonable Expenses" means the reasonable expenses of Employee or Personnel, as the case may be, for which those Employees or Personnel may be reimbursed under the Operator's usual expense account practice; including without limiting the generality of the foregoing, any relocation expenses necessarily incurred in order to properly staff the Mining Operations if the relocation is approved by the Management Committee ..
 
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k)  
"Supervision Office" means the Operator's offices or department within the Operator's offices from which the Mining Operations are generally supervised.
 
2. STATEMENTS AND BILLINGS
 
2.1 The Operator shall, by invoice, charge each party with its proportionate share of Exploration Costs and Mine Costs in the manner provided in the Agreement.
 
2.2 The Operator shall deliver, with each invoice rendered for Costs incurred a statement indicating:
 
a)  
all charges or credits to the Joint Account relating to Controllable Material in detail; and
         
          b)    all other charges and credits to the Joint Account summarized by appropriate classification indicative of the nature of the charges and credits.
 
2.3 The Operator shal1 deliver with each invoice for an advance of Costs a statement indicating:
 
a)  
the estimated Exploration Costs or, in the case of Mine Costs, the estimated cash disbursements, to be made during the next succeeding month;
b)  
the addition thereto or subtraction therefrom, as the case may be, made in respect of Exploration Costs or Mine Costs actual1y having been incurred in an amount greater or lesser than the advance which was made by each party for the penultimate month preceding the month of the invoice; and
c)  
the advances made by each party to date and are Exploration Costs or Mine Costs incurred to the end of the penultimate month preceding the month of the invoice.
 
3. DIRECT CHARGES
 
3.1 The Operator shall charge the Joint Account with the following items: a) Contractor's Charges :
 
All proper costs relative to the Mining Operations incurred under contracts entered into by the Operator with third parties.
 
b)  
Labour Charges:
c)  
The salaries and wages of Employees in an amount calculated by taking the full salary or wage of each Employee multiplied by that fraction which has as its numerator the total time for the month that the Employees were directly engaged in the conduct of Mining Operations and as its denominator the total normal working time for the month of the Employee;
ii) The Reasonable Expenses of the Employees; and
 
iii) Employee Benefits and Government Contributions in respect of the Employees in an amount proportionate to the charge made to the Joint Account in respect to their salaries and wages.
c)  
Office Maintenance:
 
i)  The cost or a pro rata portion of the costs, as the case may be, of maintaining and operating the Offices. The basis for charging the Joint Account for Office maintenance costs shall be as follows: the expense of maintaining and operating Field Offices, less any revenue therefrom; and that portion of maintaining and operating the Supervision Offices which is equal to the anticipated total operating expenses of the Supervision Offices divided by the anticipated total staff man days for the Employees whether in connection with the Mining Operations or not; multiplied by the actual total time spent on the Mining Operations by the Employee expressed in man days.
 
ii)  Without limiting generality of the foregoing, the anticipated total operating expenses of the Supervision Offices shall include:
A. the salaries and wages of the Operator's Personnel which have been directly charged to those Offices;
B. the Reasonable Expenses of the Personnel; and
C. Employee Benefits
 
iii) The Operator shall make an adjustment in respect of the Office Maintenance cost forthwith after the end of each Operating Year upon having determined the actual operating expenses and actual total staff man days referred to in Clause 3.1 (c )(2)(b) of this Schedule "C".
 
d) Material :
Material purchased or furnished by the Operator for use on the Property as provided under Section 4 of this Schedule "C".
 
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e) Transportation Charges:
 
The cost of transporting Employees and Material necessary for the Mining Operations"
f) Service Charges:
 
i)  
The cost of services and utilities procured from outside sources other than services covered by Paragraph 3.1 h).. The cost of consultant services shall not be charged to the Joint Account unless the retaining of the consultant is approved in advance by the Management Committee but if not so charged the cost of such services shall be included as Costs of the party retaining such consultant; and
           ii)  Use and service of equipment and facilities furnished by the Operator as provided in Subsection 4.5 of this Schedule "C".
 
g) Damages and Losses to Joint Property:
 
All costs necessary for the repair or replacement of Assets made necessary because of damages or losses by fire, flood, storms, theft, accident or other cause. The Operator shall furnish each party with written particulars of the damages or losses incurred as soon as practicable after the damage or loss has been discovered. The proceeds, if any, received on claims against any policies of insurance in respect of those damages or losses shall be credited to the Joint Account.
 
h) Legal Expense:
 
All costs of handling, investigating and settling litigation or recovering the assets, including, without limiting generality, attorney's fees, court costs, costs of investigation or procuring evidence and amounts paid in settlement or satisfaction of any litigation or claims; provided, however, that, unless otherwise approved in advance by the Management Committee, no charge shall be made for the services of the Operator's legal staff or the fees and expenses of outside solicitors.
 
i) Taxes:
 
All taxes, duties or assessments of every kind and nature (except income taxes) assessed or levied upon or in connection with a Property, the Mining Operations thereon, or the production therefrom, which have been paid by the Operator for the benefit of the parties.
 
j) Insurance:
 
Net premiums paid for
i) such policies of insurance on or in Operations as may be required to be carried by law; and
ii) such other policies of insurance as the Operator may carry in accordance with the Agreement; and
iii) the applicable deductibles in event of an insured loss.
 
k) Rentals:
 
Fees, rentals and other similar charges required to be paid for acquiring, recording and maintaining permits, mineral claims and mining leases and rentals and of the Mining Operations.
 
l) Permits:
 
Permit costs, fees and other similar charges which are assessed by various governmental agencies.
 
m) Other Expenditures:
 
Such other costs and expenses which are not covered or dealt with in the foregoing provisions of this Subsection 3.1 of this Schedule "C" as are incurred with the approval of the Management Committee for Mining Operations or as may be contemplated in the Agreement.
 
4. PURCHASE OF MATERIAL
 
4.1 Subject to Subsection 4.4 of this Schedule "C" the Operator shall purchase all Materials for Mining Operations.
 
4.2 Materials purchased and services procured by the Operator directly for the Mining Operations shall be charged to the Joint Account at the price paid by the Operator less all discounts actually received.
 
4.3 So far as it is reasonably practical and consistent with efficient and economical operations, the Operator shall purchase, furnish or otherwise acquire only such Material and the Operator shall attempt to minimize the accumulation of surplus stocks of Material.
 
4.4 Any party may sell Material or services required in the Mining Operations to the Operator for such price and upon such terms and conditions as the Management Committee may approve.
 
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4.5 Notwithstanding the foregoing provisions of this Section 4, the Operator shall be entitled to supply for use in connection with the Mining Operations equipment and facilities which are owned by the Operator and to charge the Joint Account with such reasonable costs as are commensurate with the ownership and use thereof
 
5. DISPOSAL OF MATERIAL
 
5.1 The Operator, with the approval of the Management Committee may, from time to time, sell any Material which has become surplus to the reasonably foreseeable needs of the Mining Operations for such price and upon such terms and conditions as are available.
 
5.2 Any party may purchase from the Operator any Material which may from time to time become surplus to the reasonably foreseeable need of the Mining Operations for such price and upon such terms and conditions as the Management Committee may approve.
 
5.3 Upon termination of the Agreement, the Management Committee may approve the division of any Material held by the Operator at that date may be taken by the parties in kind or be taken by a party in lieu of a portion of its Proportionate Share of the net revenues received from the disposal of the Property. If such a division to a party be in lieu of a portion of its proportionate share, it shall be for such price and on such terms and conditions as the Management Committee may approve.
 
5.4 The net revenues received from the sale of any Material to third parties or to a party shall be credited to the Joint Account.
 
6. INVENTORIES
 
6.1 The Operator shall maintain records of Material in reasonable detail and records of Controllable Material in detail.
 
6.2 The Operator shall perform Counts from time to time at reasonable intervals and in connection therewith shall give notice of its intention to perform a Count to each party at least 30 days in advance of the date set for performing of the Count. Each party shall be entitled to be represented at the performing of a Count upon giving notice thereof to the Operator within 20 days of the Operator's notice. A party who is not represented at the performing of the Count shall be deemed to have approved the Count as taken.
 
6.3 Forthwith after performing a Count, the Operator shall reconcile the inventory with the Joint Account and provide each party with a statement listing the overages and shortages of inventory except such shortages as may have arisen due to a lack of diligence on the part of the Operator.
 
7. ADJUSTMENTS
 
7.1 Payment of any invoice by a party shall not prejudice the right of that party to protest the correctness of the statement supporting the payment; provided, however, that all invoices and statements presented to each party by the Operator during any Operating Year shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the Operating Year to which the invoice or statement relates, unless within that 12 month period that party gives notice to the Operator making claim on the Operator for an adjustment to the invoice or statement.
 
7.2 The Operator shall not adjust any invoice or statement in favour of itself after the expiration of 12 months following the end of the Operating Year to which the invoice or statement relates.
 
7.3 Notwithstanding Subsections 7.1 and 7.2 of this Schedule "C",   the Operator may make adjustments to an invoice or statement which arise out of a physical inventory of Material or Assets.
 
7.4 A party shall be entitled upon notice to the Operator to request that the independent external auditor of the Operator provide that party with its opinion that any invoice or statement delivered pursuant to the
 
 
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Agreement in respect of the period referred to in Subsection 7.1 of this Schedule "C" has been prepared in accordance with this Agreement.
 
7.5 The time for giving the audit opinion contemplated in Subsection 7.4 of this Schedule "C" shall not extend the time for the taking of exception to and making claims on the Operator for adjustment as provided in Subsection 7.1 of this Schedule "C".
 
7.6 The cost of the auditor's opinion referred to in Subsection 7.4 of this Schedule "C" shall be solely for the account of the party requesting the auditor's opinion, unless the audit disclosed a material error adverse to that party, in which case the cost shall be solely for the account of the Operator.
CORPORATE MANAGEMENT SERVICES AGREEMENT
 
THIS AGREEMENT made effective as of the first day of August, 2008.
 
BETWEEN:
 
Ibex Resources Corp ., a Nevada Corporation, having offices at 1015 - 4 th Street, S. W., suite 530, Calgary, Alberta
(hereafter "Ibex")
 
AND ;
 
Harry Bygdnes , an individual having a residence at 30 Discovery Ridge Close, S.W., suite 317, Calgary, Alberta
 
(hereafter "Bygdnes")
 
RECIETALS :
 
WHEREAS, Ibex is engaged in the field of mineral exploration, and the conduct of such other activities as may be incidental or related thereto; and
 
WHEREAS, Ibex has and will have the need for accounting, administrative, financial, technical, consulting and similar services from time to time, but has determined that it is not cost effective to maintain all the infrastructure associated therewith; and
 
WHEREAS, in the event that Ibex issues to the public shares of its capital stock pursuant to a registration statement under the Securities Act of 1933, as amended, Ibex desires to continue to obtain the foregoing services from Bygdnes; and
 
WHEREAS, by this Agreement, Ibex and Bygdnes desire to confirm their agreement with respect to services to be provided to Ibex commencing on July 1, 2008 (the "Effective Date"), and to set forth the basis for Bygdnes's providing further services of the type referred to herein; and
 
WHEREAS, Bygdnes is able and willing to provide the foregoing services to Ibex, and Ibex desires to engage Bygdnes as an independent contractor to provide the same in accordance with the terms set forth herein:
 
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained herein, and for other good and valuable
 
 

 
 
consideration, the receipt and legal sufficiency whereof are hereby acknowledged, the parties hereto further agree as follows:
 
ARTICLE I

SECTION I.    MANAGEMENT SERVICES.

                            1.1    Commencing on the Effective Date, Ibex hereby engages and retains Bygdnes to provide or otherwise make available to Ibex the services described in this Section I (the "Management Services"), and Bygdnes hereby accepts and agrees to provide such Management Services to Ibex, for the term and consideration as specified herein. The fee payable for such Management Services shall be determined in accordance with Section 3 hereof.
 
                            1.2.   ACCOUNTING SERVICES. Bygdnes shall assist Ibex with the following accounting services: maintenance of Ibex's general ledger; maintenance of Ibex's accounts payable and accounts receivable records; and maintenance of Ibex's fixed asset records. The services described in this Section 1.2 shall also be provided by Bygdnes at the request of Ibex in connection with Ibex's preparation of any required filings with the Securities and Exchange Commission pursuant to United States securities laws. The services described in this Section 1.2 shall be provided by Bygdnes until terminated pursuant to the provisions of Section 6.3 hereof.
 
        1.3.             CORPORATE RECORD-KEEPING SERVICES. Bygdnes shall assist in maintaining all accounting records relating to Ibex, until such time as such records shall be disposed of in accordance with applicable legal requirements and Bygdnes's normal record disposition policies.
 
        1.4.           DIRECTOR SERVICES. Ibex shall remit to Bygdnes all director and other fees which become payable pursuant to this Agreement.
 
ARTICLE II

SECTION 2.   ADDITIONAL SERVICES.

         2.1            Beginning on such date or dates subsequent to the Effective Date as are mutually agreed to in writing by the parties, Bygdnes will provide or otherwise make available to Ibex such services in addition to those described in Section I hereof as are reasonably requested by Ibex, subject in each case to the parties' agreement to financial consideration and other terms. In the event that Ibex desires to avail itself of any of such additional services, the parties shall negotiate in good faith to reach agreement on the scope and term of such services. When and if an agreement is reached, the parties shall prepare an appropriate schedule or addendum to this Agreement, in which the nature, scope and quality of such services is described in detail. Each such addendum shall be
 
 
2

 

executed on behalf of each party hereto, shall be effective as of its date and shall, upon such effective date, be incorporated into and made an integral part of this Agreement.
 
ARTICLE III

SECTION 3. REIMBURSEMENT OF EXPENSES.

 
3.1 In connection with the Management Services pursuant to Section I hereof and Additional Services pursuant to Section 2 hereof, Ibex shall reimburse Bygdnes for any and all expenses or costs ("Charges") incurred or paid by Bygdnes on behalf of Ibex in the performance of any of its responsibilities under this Agreement (including an appropriate allocation of overhead and general and administrative costs).
 
 
3.2 Unless Bygdnes and Ibex shall agree to a different arrangement contrary to this Section 3(b), Ibex shall pay to Bygdnes a fee for Management Services and Additional Services in an amount equal to One Thousand Dollars ($1,000) per month.
 
         3.3 The Charges and Fees shall be billed and payment shall be made to Bygdnes in U.S. Dollars.
 
 
3.4 Ibex shall also pay any applicable sales or use taxes payable with respect to the Charges and the Fees.
 
 
3.5 Bygdnes shall, as and when necessary, prepare all applications, reports, statements and other documents showing the Charges, Fees and the related costs and expenses incurred or paid by Bygdnes on behalf of Ibex in the performance of any of its responsibilities under this Agreement.
 
 
3.6 To the extent that Ibex is billed by an outside provider directly, Ibex shall pay such bill directly. If Bygdnes is billed by outside providers for services performed for Ibex pursuant to this Agreement, Bygdnes may pay the bill and charge Ibex the amount of the bill or forward the bill to Ibex for payment by Ibex. A Fee will be payable on all amounts paid in connection with services related to Bygdnes's responsibilities hereunder, regardless of whether Bygdnes or Ibex paid such amounts; provided.
 
ARTICLE IV
 
SECTION 4. PAYMENT OF FEES.

 
4.1 Amounts payable by Ibex for services provided by Bygdnes under this Agreement shall be payable from and after the first day of the month following the month in which the Effective Date occurs. Thereafter, such amounts shall be paid monthly after the first day of the month following the month in which the services were provided.
 
 
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ARTICLE V
 
SECTION 5.  DISCLAIMER, LIMITED LIABILITY.

 
5.1 Bygdnes will use reasonable efforts to make the Management Services available (and, if it agrees to provide the Additional Services, Additional Services) with substantially the same degree of care as it employs in making the same services available for its own operations; provided, however, that Bygdnes shall not be liable to Ibex or any other person for any loss, damage or expense which may result therefrom or from any change in the manner in which Bygdnes renders such services, so long as Bygdnes deems such change necessary or desirable in the conduct of its own operations. Neither Bygdnes or its agents who provide services to Ibex shall not be liable to Ibex or to any third party, including any governmental agency or Ibex's stockholders, for any claims, damages or expenses relating to the Management Services (and, if it agrees to provide the Additional Services, Additional Services) provided pursuant to this Agreement, except for willful malfeasance, bad faith or gross negligence in the performance of their duties or reckless disregard of their obligations and duties under the terms of this Agreement. Ibex shall have the ultimate responsibility for all services provided herein.
 
ARTICLE VI

SECTION 6.  TERM AND TERMINATION.

 
6.1 TERM. Except as provided in Section 6.2 hereof, the initial term of this Agreement shall commence on the Effective Date and continue on a month to month basis. This Agreement shall automatically renew at the end of the initial month for successive one-month terms until terminated in accordance with Section 6.3 hereof.
 
 
6.2 TERMINATION UPON CERTAIN EVENTS. Upon the effective date of a Prospectus offering of Ibex's common stock pursuant to the Securities Act of 1933, as amended, the Management Services provided under Sections 1.10 and 1.11 shall no longer be provided by Bygdnes, and this Agreement will terminate with respect to the provision of such services. Notwithstanding the foregoing, such termination shall not cancel Ibex's obligation to remit payment to Bygdnes, pursuant to Sections 3 and 4 hereof, for the provision of such services in the monthly period prior to the closing of the initial public offering.
 
 
6.3 TERMINATION GENERALLY. This Agreement or any Management Service specified in Section I hereof may be terminated by either party to this Agreement at anytime on 30 days' prior notice to the other party, or other. Of Notice agreed to by the parties.
 
 
4

 
 
 
6.4 TERMINATION OF SPECIFIC SERVICES. Specific services provided hereunder may be terminated, or shall expire, as described in Section I hereof or in any schedule or addendum hereto. If and to the extent that Bygdnes incurs expenses in connection with and resulting from termination of any specific services provided hereunder, Ibex shall reimburse Bygdnes for such costs or expenses promptly upon receipt of an itemized account thereof.
 
 
6.5 POST - TERMINATION SERVICES. In the event of termination of this Agreement, or a service provided hereunder, pursuant to Section 6.3 hereof, Bygdnes shall be required at Ibex's option to continue to provide the terminated services of the type then being provided to Ibex during the one-month period referred to in Section 6.3 hereof and, whether or not Ibex requests continuation of such services, Ibex shall continue to pay Bygdnes the costs of such services for such one-month period. Subsequent to such one-month period, or in the event of termination of this Agreement pursuant to Section 6.3, corporate administrative services of the kind provided under the Agreement may continue to be provided to Ibex on an as­ requested basis by Ibex, in which event Ibex shall be charged by Bygdnes a fee pursuant to Section 3 and Section 4 of this Agreement.
 
ARTICLE VII
        SECTION 7  OTHER ACTIVITIES OF BYGDNES.

 
7.1 Ibex hereby recognizes that Bygdnes now renders and may continue to render management and other services to other clients that may or may not have policies and conduct activities similar to those of Ibex. Bygdnes shall be free to render such advice and other services, and Ibex hereby consents thereto. Bygdnes shall devote so much of its time and attention to the performance of its duties under this Agreement as it deems reasonable or necessary to perform the services required hereunder in a manner consistent with that in which such services have been performed by Bygdnes in the past.
 
ARTICLE VIII
 
8.1              NOTICES. All notices and other communications hereunder shall be in writing and shall be delivered by hand or mailed by registered or certified mail (return receipt requested) or transmitted by facsimile to the parties at the addresses of each party written above (or at such other addresses for a party as shall be specified by like notice) and shall be deemed delivered upon personal delivery, upon actual receipt or on the third business day after deposit in the mail.
 
8.2.            FORCE MAJEURE. Neither party shall be in default of this Agreement or liable to the other party for any delay or default in performance where occasioned by any cause of any kind or extent beyond its control, including but not limited to, armed conflict or economic dislocation resulting therefrom; embargoes; shortages of labor, raw
 
 
5

 
 
materials, production facilities or transportation; labor difficulties; civil disorders of any kind; action of any civil or military authorities (including priorities and allocations); fires; floods; and accidents. The dates on which the obligations of a party are to be fulfilled shall be extended for a period equal to the time lost by reason of any delay arising directly or indirectly from:
 
(a)          Any of the foregoing causes, or
 
(b)           Inability of that party, as a result of causes beyond its reasonable control, to obtain instruction or information from the other party in time to perform its obligations by such dates.
 
8.3.          ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and all prior agreements or understandings shall be deemed merged herein. No representations, warranties and certifications, express or implied, shall exist as between the parties except as stated herein.
 
8.4.           AMENDMENTS. No amendments, waivers or modifications hereof shall be made or deemed to have been made unless in writing executed by the party to be bound thereby.
 
8.5.            SEVERABILITY. If any provision in this Agreement or the application of such provision to any person or circumstance shall be invalid, illegal or unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid, illegal or unenforceable shall not be affected thereby.
 
8.6.             COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement.
 
8.7.           SUCCESSORS AND ASSIGNS. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other party hereto, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
 
8.8.          GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta.
 
8.9.            NO THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the parties hereto and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Corporate Management Services Agreement to be executed, effective as of the date first written above.
 

Ibex Resources Corp.


Per: /s/ Harry Bygdnes
Harry Bygdnes, Pres. & CFO

 
Per: /s/ Harry Bygdnes
Harry Bygdnes
GRAPHIC 8                                  
 
BDO Dunwoody LLP
Chartered Accountants and Advisors
#604 – 750 West Pender Street
Vancouver, BC, Canada V6C 2T7
Telephone:  (604) 689-0188
Fax:  (604) 689-9773
 


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
We hereby consent to the use in the Form S-1, dated September 24, 2008, of Ibex Resources Corp. (the “Company”), of our report of September 4, 2008, on the financial statements as of July 31, 2008 and for the period from June 4, 2008 (Date of Incorporation) to July 31, 2008.  We also consent to the reference to our firm under the heading “Interests of Named Experts and Counsel” in the Form S-1.  Our report dated September 4, 2008 contains additional comments that state that conditions and events exist that raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might results from the outcome of these uncertainties.
 
(signed) “BDO Dunwoody LLP”
 
Chartered Accountants
 
   
Vancouver Canada
 
October 3, 2008
 










BDO Dunwoody LLP is a L im it ed Liability Partnership r egiste r ed in Onta r io
GEOLOGICAL SUMMARY REPORT
OMINECA QUEEN BARITE-SILVER PROPERTY

Manson Creek Area BC,
Omineca Mining Division

MINFILE No 093N 087
BCGS Map 093N060/NTS Map 093N09E
Latitude 55º 31' 28" Longitude 124º 06' 36" W
N  UTM 10 (NAD 83)
Northing 6153713 /   Easting 429926


Prepared for

IRC Exploration Ltd.
Mr. Harry Bydgnes, Pres & CFO
530 - 1015 4th Street, S.W.,
Calgary, Alberta, T2R 1J4, Canada
phone: 403-922-8562

by:
Mitchell Geological Services Inc.
Marvin A. Mitchell, P.Eng.
Ste 1028 - 470 Granville Street, Vancouver BC., V6C 1V5
Tel 604-684-4297 Fax: 604-642-4217
marvingeol@telus.net

 
August 4, 2008
 

 
Contents
1.0 SUMMARY
3
2.0 INTRODUCTION
4
3.0 LOCATION AND ACCESS
4
4.0 MINERAL TITLES
4
5.0 CLIMATE
5
6.0 PHYSIOGRAPHY AND VEGETATION
5
7.0 HISTORY
6
7.1 General History
9
7.2 Property History
9
8.0 REGIONAL GEOLOGY
10
8.1 LITHOLOGY
10
8.2 REGIONAL SETTING
10
8.3 STRATIGRAPHY
11
8.4 STRUCTURE AND METAMORPHISM
20
8.5 MINERAL DEPOSITS
22
9.0 PROPERTY GEOLOGY
28
9.1 Potential for VMS Mineralization
30
9.2 BARITE
31
10.0 CONCLUSIONS AND RECOMMENDATIONS
32
10.1 Phase I
32
10.2 Phase II
33
10.3 Phase III
34
11.0 BUDGET
34
11.1 Phase I PROSPECTING
34
11.2 Phase II BACKHOE TRENCHING AND SAMPLING
34
11.3 Phase III, Drilling contingent on the success of phases 1 & II
35
Grand total for all three phases is $249,200.12.0 REFERENCES
35
12.0 REFERENCES
36
13.0 CERTIFICATE OF THE AUTHOR
37
14.0 APPENDIX I
39
15.0 APPENDIX II
46

Figure 1, OUTLINE OF CLAIM 574763 AND LOCATION OF OMINECA QUEEN SHOWING
Figure 2, TOPOGRAPHY OF OMINECA QUEEN AREA
Figure 3, ORTHPHOTO OF CLAIM AREA
Figure 4, OMENICA QUEEN MANSON CREEK GEOLOGY MAP

APPENDIX I SEDIMENT HOSTD BARITE MODEL
APPENDIX II MINFILE   OMINECA QUEEN  MINFILE No 093N 087
 

 
GEOLOGICAL SUMMARY REPORT
OMINECA QUEEN BARITE-SILVER PROPERTY
Manson Creek Area BC
IRC EXPLORATION LTD.
 
 
1.0 SUMMARY
 
The Omineca Queen property has been staked by Barry Price.  The claim, Title # 574763 covers approximately 460 hectares.  Claim data is given below:  The claims are registered in the name of  Barry Price. The property covers an old showing originally held by prospector Robert Bjerring in the 1960’s and 1970’s

A brief description from Minfile follows:

This barite occurrence is situated 800 metres upstream from the mouth of Barite Creek, immediately south of the Manson River and 4.5 kilometres northeast of the lower Gaffney Creek bridge. The occurrence was discovered and staked in 1966.

The Omineca Queen occurrence is found in both sides of the creek and consists of 3 to 7-metre thick sequences of layered barite found with graphitic slates and argillites of the Upper(?) Devonian to Lower Permian Big Creek Group, formerly the Cooper Ridge Group. Layering within the barite is produced by impurities such as quartz and organic matter. The barite is faulted and folded and strikes northwest with a vertical attitude. Although these barite bands appear to replace quartz-rich layers, they also indicate that the deposit may have formed as a sedimentary exhalative. Minor amounts of galena, sphalerite and tetrahedrite are known to exist.

A sample cut across 5 metres plus 3 metres of exposed barite 120 metres east of a gully yielded 63.15 per cent BaO (Geology, Exploration and Mining in British Columbia, page 374).
 
Silver geochemical anomalies are reported nearby.  The property has not been explored or examined for many years.  The barite is reported to be in Devonian carbonates.

A very large claim block partially surrounding the property on the south and west was staked by Gold Hunter group and optioned by Skygold Ventures Inc. searching for sediment hosted gold deposits.

Only one Assessment Report # 2636 was filed by Bjerring.  Barry Price visited the area in 1990, but did not have accurate location data and did not see the barite showing.
 

 
A three phase exploration programme is recommended for the Omenica Queen property. The first phase of the programme includes, Research the VMS potential of the Paleozoic formations in the area, the preparation of base maps from available 1:20,000 maps, obtaining air photos for the area, sending  in a prospecting/mapping crew, 2 men x 4 days, mapping in the previous trenches, sampling the exposed barite if possible, and running VLF/Mag traverses perpendicular to the outcrop/subcrop. At a cost of US$19,500.

The second phase of this programme would consist of; backhoe trenching and sampling, geological supervision and reporting. At a cost of US$19,700.
 
A third phase, contingent on the success of the first two phases, would consist of drilling 8 to 10, 100 metre holes across the zone, testing the footwall and hangingwall and conducting metallurgical studies. At  a cost of US$210,000
 
Grand total for all three phases is $249,200.
 
2.0 INTRODUCTION
 
The author was retained by the directors of IRC Exploration Ltd.  (“IRC”) to prepare a summary geological report describing the property
 
3.0 LOCATION AND ACCESS
 
The Omineca Queen barite occurrence is situated 800 metres upstream from the mouth of Barite Creek, immediately south of the Manson River and 4.5 kilometres northeast of the lower Gaffney Creek bridge.  Access is by road from Fort St. James or From Mackenzie (See Figures 1 and 2).
 
Access from Mackenzie is provided by the Manson Mainline Forest Service which in 1992 was maintained by Fletcher Challenge Canada Ltd. Distance to the property from Mackenzie is approximately 160 km northwest. Services are available at Mackenzie and Germansen Landing, B.C.

4.0 MINERAL TITLES
The property consists of one MTO claim covering 457.7 hectares.
 
Tenure Number
Tenure Type
Claim Name
Owner
Map Number
Good To Date
Area
574763
Mineral
QUEEN
121855  (100%)
093N
2009/jan/27
457.726
 
Position of claim corners for the property (Latitude/Longitude) are:
 
4

 
The claim is held by Barry Price for himself.

SW   55° 31' 15" N, 124° 6' 51" W, SE   55° 31' 15" N, 124° 4' 58" W,   NW   55° 32' 30" N, 124° 6' 50" W, NE 55° 32' 30" N, 124° 4' 58"
 
5.0 CLIMATE

The climate is typical of the Interior of BC with long cold winters and warm summers.  The property can be explored between April and October.  Subject to snow and temperatures, some exploration such as geophysical surveys or drilling could be carried out in the winter.
 
6.0 PHYSIOGRAPHY AND VEGETATION
 
Physiographically, the majority of the Manson River map area lies within the Omineca Mountains, the Manson Plateau and the Nechako Lowland. This accounts for a topographic change from low-lying, forest covered hills in the south to mountains (above-tree line) With broad forest covered valleys to the north. The northeast corner of the map area (north of the Omineca Queen property) is bisected by the Northern Rocky Mountain Trench. Along the western margin of the map sheet lies the Takla Trench and a small portion of the Nechako Plateau in the southwest.

The claims are located on the western  side of the Manson River watershed, and south of Manson River itself,  and extent from 845 to about 1200 meters in elevation. Slopes are low to moderate varying from flat to 25 degrees. The area is generally covered with coniferous vegetation consisting of mature spruce and pine with open underbrush. South of the barite showing clear cut logging has taken place providing vehicle access and bedrock exposure in road cuts.

The showings are exposed in the banks of a small creek known as Barite Creek. Much of the area above Barite Creek has been logged, which has allowed access to a large area of the claim.
 
5

 
Figure 1, OUTLINE OF CLAIM 574763 AND LOCATION OF OMINECA QUEEN SHOWING
 
GRAPHIC 2
 
6


Figure 2, TOPOGRAPHY OF OMINECA QUEEN AREA
 
GRAPHIC 3
 
7


Figure 3, ORTHPHOTO OF CLAIM AREA
 
GRAPHIC 4
 
8

 
7.0 HISTORY
 
7.1 General History
 
Early exploration in the Manson River area was dominated by placer gold which was first discovered in this region in 1868. Placer mining was concentrated along the Manson and Germansen rivers, and their respective tributaries. Placer mining in this region has a long, intermittent history and is still continuing at the Germansen Pits   property (093N 054). Hardrock prospecting was sporadic prior to the construction of the main road (often referred to as the Omineca Mining Road). The increased accessibility and the discovery of the Pinchi Lake mercury mine (093K 049) to the south, led to further exploration in this region. With the discovery of the Mount Milligan  porphyry deposit (093N 194) in the 1980s, exploration activity in the map area once again accelerated.
 
7.2 Property History
 
Staked by prospector Robert (Bob) Bjerring in 1966, the claims were optioned to Falconbridge Nickel during 1970-1974.

Falconbridge conducted a program of geochemistry, road construction, trenching and diamond drilling (3 holes) after which the property returned to the owner. The Falconbridge work outlined 4 exposures of high purity barite (54 - 63.15% BaO) over widths of 4 to 8 meters. Trace amounts of Lead (Pb), zinc (Zn) and silver (Ag) were found in soils and bedrock adjacent to the showing. Soil geochemistry performed by Falconbridge covered an area 204 m x 305 m and was centered over the barite showing.
There are no records known for the drillholes.

The Roe Claims were staked over the barite showing by Stratore Explorations Ltd. On May 17-20,1992 to cover shale stratigraphy with the intent of evaluating bedrock for potential "Sedex" Pb/Zn/Ag economic mineralization. The property was optioned to Cominco Ltd. During 1992 and as operator Cominco Ltd. performed geochemical testing and geological mapping on the property. During the 1992 program, 229 soil and 115 stream samples were taken on the property conjunction with cursory geological mapping and examination of bedrock exposures.

Geochemical testing was targeted to evaluate the black shale stratigraphy that is exposed on the property and strikes in a northwesterly direction. Geochemical testing on the property resulted in values of <4-34 ppm Pb, 17-1690 ppm Zn, 3-142 ppm Cu, c.4-2.0 ppm Ag and 49-11849 ppm

9

 
8.0 REGIONAL GEOLOGY
 
8.1 LITHOLOGY
 
The following is excerpted from a technical paper by Filippo Ferri entitled Devono-Mississippian Felsic Volcanism Along the Western Edge of the Cassiar Terrane, North-Central British Columbia (NTS 93N, 94C and 94D) Geologic Fildwork 1999, Paper 2000-1.

“The Late Devonian to Early Mississippian is an important metallogenic epoch within the Canadian cordillera resulting in the production of significant sediment exhalative massive sulphide (SEDEX) and volcanogenic massive sulphide (VMS) mineral occurrences within rocks of cratonic or pericratonic affinity.

The British Columbia Geological Survey Branch initiated a mapping program focused on a sedimentary sequence with intercalated Devono-Mississippian felsic volcanics in the Johanson Lake area. Previous geologic mapping by the British Columbia Geological Survey Branch between Manson Creek and Aiken Lake delineated a belt of Devono-Mississippian felsic volcanic along the western margin of the Cassiar Terrane. These felsic volcanics, locally termed the Gilliland Tuff, can be traced intermittently for approximately 150 kilometres and can exceed 1000 metres in thickness.   The objectives of the mapping project were to: 1) evaluate the Omineca Queen bedded barite occurrence and determine its relationship to the feisic volcanism of the Gilliland Tuff; 2) trace these felsic volcanics northward; 3) determine the economic potential of the felsic volcanics and enclosing lithologies for hosting VMS and SEDEX deposits and 4) examine the Lay Range Assemblage, the lower part of which may be equivalent to the Yukon-Tanana Terrane. This paper summarizes initial results from the mapping program and some key points of the property visit to the Omineca Queen barite occurrence.
 
The map area forms a narrow, northwest-trending belt measuring 5 by 25 kilometres extending from the headwaters of the Swannell River to the Fleet Peak area (Figure 3). The centre of the map area is approximately 15 kilometres northeast of Johanson Lake which is roughly 400 kilometres by road to the towns of Fort St. James or Mackenzie. The area is accessible by helicopter and by foot or pack horse from the Omineca Mining Access Road.
 
8.2 REGIONAL SETTING
 
The map area straddles the boundary between displaced Ancestral North American rocks of the Cassiar Terrane to the east and volcanic arc and peri-cratonic? rocks of the Quesnel Terrane to the west. In the map area, the Cassiar Terrane is represented by the Ingenika and the Big Creek groups (Figures 2 and 3). The Late Proterozoic Ingenika Group represents a rift to shallow shelf sequence and is subdivided into, from oldest to youngest, rift elastics of the Swannell Formation, upwards shoaling  slates
 
10

 
and carbonates of the Tsaydiz Formation, shallow carbonates of the Espee Formation and rift-related? elastics and carbonates of the Stelkuz Formation (Mansy  and Gabrielse, 1978). Regionally, these rocks are overlain by a carbonate-rich, shallow shelf sequence of Early Cambrian to Middle Devonian in age. These rocks are missing in the map area and the Big Creek Group sits directly atop the Ingenika Group. The Middle Devonian to Permian Big Creek Group is a dominantly argillaceous sequence. This unit belongs to  the Earn Assemblage, a deeper water shale succession.  The Earn Assemblage formed, in part, due to the foundering of the ancient carbonate platform which is believed to have occurred in response to rifting in the northern Canadian Cordillera (Gordey et al., 1987). The upper part of  the Big Creek Group contains a Late Devonian to Early  Mississippian calc-alkaline felsic tuff or quartz-feldspar  poiphyry, locally termed the Gilliland Tuff (Ferri and  Melville, 1994). The Lay Range Assemblage sits structurally above  the Big Creek Group, the contact being an easterly directed thrust fault.
 
The Lay Range Assemblage represents a middle to late Paleozoic arc-succession which forms basement to the Late Triassic to Early Jurassic Takia Group volcanic (Ferri, 1997). These rocks have been intruded by the Late Triassic Wrede Creek Alaskan-type ultramafic complex (Nixon et al., 1998). To the south, late Paleozoic oceanic volcanics and sediments of the Nina Creek Group, belonging to the Slide Mountain Terrane, sit structurally above rocks of the Big Creek Group (Ferri and Melville,1994).
 
Rocks of the Lay Range Assemblage, Takia Group and Wrede Complex, found along the southwest margin of the map area, form rugged alpine areas in excess of 2000 metres. The terrane along the northeastern part of the map area, underlain by rocks of the Swannell Formation, consists of rounded, glaciated peaks approaching 2000 metres in elevation. Recessive rocks of the Big Creek Group, together with those in the upper part of the   Ingenika Group, form the subdued region between these  two areas. Carbonate of the Espee Formation forms prominent ribs within this subdued area.
 
8.3 STRATIGRAPHY
 
Ingenika Group
 
The Late Proterozoic Ingenika Group is a dominantly clastic sequence and is subdivided into four forma tions which are, from oldest to youngest; the Swannell, Tsaydiz, Espee and Stelkuz formations.
 
The Swannell Formation comprises a monotonous package of fine to coarse elastics, probably in excess of 2 kilometres in stratigraphic thickness, although a true measure
 
11

 
is difficult to determine due to tectonic thickening.The Swannell Formation is characterized by thickly bedded, grey-green to green, feldspar-bearing quartz sandstones to wackes, quartz sandstones, slate, siltstone, impure quartzite and rare limestone. These sandstones commonly display graded bedding and are typically coarse grained and locally granule conglomerates. The upper part of the Swannell Formation is dominated by sandstone sections with lesser sequences of interbedded slate. Sections of predominantly grey-green to green slate/schist, with lesser sandstone, up to several hundred metres thick are common lower in the section. Slate is commonly interbedded with sandstone and can contain variable amounts of quartz and feldspar grains. Slates are locally crenulated lower in the stratigraphic section and can contain porphyroblasts of biotite.

The Tsaydiz Formation typically forms a poorly exposed, recessive sequence above the Swannell Formation. It is conformable with the underlying Swannell Formation and comprises slate, calcareous slate, limestone and minor sandstone from 175 to 500 metres thick. Southof Wrede Creek, it is characterized by thinly interlayered, grey to orange-brown weathering, grey to green-greyslate, calcareous slate and grey to orange weathering, grey limestone. The amount of limestone diminishesdown section resulting in thick sequences of grey, lustrous slate.To the north, across Wrede Creek, the Tsaydiz Formation contains beds of limestone up to 20 centimetres thick near the Espee contact. In its lower parts, dark grey weathering limestone is from 2 to 5 metres in thickness, comprises up to 30 per cent of the section and locally contains up to 20 per cent dispersed, spherical quartz grains. This limestone is interlayered with typical Swannell sandstone at the base of the formation.

Limestone of the Espee Formation forms prominent cliffs or ribs between recessive lithologies of the Tsaydiz and Stelkuz formations, and is an excellent marker horizon within the Cassiar Terrane (Photo 2). Structural sections suggest thicknesses between 250 and 450 metres. The unit is characterized by grey to buff weathering, platy and blocky, finely recrystallized limestone and dolomitic limestone. Sections of thinly interlayered limestone and more resistant, orange weathering dolomite or dolomitic limestone are also common. Bedding is typically difficult to distinguish and the grey to buff weathering limestone commonly appears massive. Where visible, beds can be up to a metre thick and are typically discernible through platy, phyllitic partings, as thin grey slaty interlayers, or wispy, darker grey streaks. Grey, calcareous slate in layers 0.5 to 3 centimetres thick is interlayered with the limestone in several localities. Large cross-cutting zones of orange weathering, coarsely recrystallized dolostone can be
 
12

 
found within the limestone succession. Up to several per cent dispersed quartz grains were observed within some horizons north of Wrede Creek.

Regionally, the Stelkuz Formation contains thick sections of sandstone, limestone and slate (Ferri and Melville, 1994; Ferri et al., 1993a; Mansy and Gabrielse, 1978). In the present map area it is dominated by rusty brown weathering, greenish grey slate with lesser thin to massively bedded cream impure quartzite and quartz sandstone in sections up to 20 metres thick and thinly bedded, grey limestone. Slate sections can display a distinctive bright green colour typical of the Stelkuz Formation (Ferri et al., 1993a). The dominance of slate renders this unit quite recessive and poorly exposed Structural sections suggest thicknesses between 175 and 550 metres.

Big Creek Group

The Big Creek Group is dominated by dark grey and black slate and argillite with minor quartz-chert wacke, sandstone, felsic and mafic volcanics and limestone. Volcanics towards the top of this unit are locally referred to as the Gilliland Tuff (Ferri and Melville, 1994). Due to the abundance of slate in this unit it is typically very recessive and poorly exposed, occupying valley floors

The age of the Big Creek Group is thought to be Early Devonian to Early Permian in age (Ferri and Melville, 1994). Generally Late Devonian to Early Mississippian ages are indicated by fossils and U/Pb ages consistent with dates from other members of the Earn Assemblage (Ferri and Melville, 1994). Locally, as in the Nina Lake area, slates in the upper part contain Early Permian fossil assemblages (Ferri and Melville, 1994). In the Aiken Lake area, rocks of the Middle Devonian Otter Lakes Group are not present and slates assigned to the lower Big Creek Group contain conodonts as old as Emsian (Late Early Devonian).

This Big Creek Group is characterized by carbonaceous, dark grey to blue grey weathering, dark grey to black slate which can be interlayered with thinly bedded argillite or siltstone. The blue-grey colour, together with a distinctive yellowish stain on weathered surfaces, is typical of Late Devonian Earn Assemblage rocks found throughout the northern Cordillera. The slate can be quite friable and locally breaks into large, flexible sheets. Slate in the lower part of the unit is more lustrous and has a dark grey-brown colour.

13

 
Near the base of the Big Creek Group, rare 1 to 5 metres sections of grey to brown weathering, grey, thinly bedded carbonaceous limestone and argillaceous limestone occur interlayered with slate. Dark grey weathering, platy, recrystallized limestone with slate and silt partings up to 3 metres thick, is sporadically encountered towards the top of the unit.

Lenses of coarse siliciclastics from 5 to more than 40 metres in thickness are found within the upper part of the Big Creek Group and are composed predominantly of chert-quartz wackes to sandstones, conglomerates and siltstones. Although these coarse units comprise only a minor component of the Big Creek Group, their composition has implications for the tectonic evolution of the northern Cordillera. Workers in the northern Cordillera believe that these northerly and westerly derived elastics were shed from uplifted blocks due to a regional rifting event during the Late Devonian (Gordey et al., 1987). Mapping in the southern Cordillera, primarily within the Roberts Mountain Allochthon, has shown that contractional deformation was occurring during this time period along the present southwestern margin of Ancestral North America. This has led some to interpret the Earn Assemblage as a foredeep and the associated coarse elastics as representing material shed from easterly thrusted fault blocks (Smith et al., 1993). These coarse elastics form a section over 40 metres thick on the north side of Wrede Creek and are locally graded granule conglomerates. Wackes within these and other sequences contain between 20 to 40 per cent darkmuddy matrix. Even the 'cleaner' sandstones contain up to 10 per cent dark grey to black argillaceous matrix giving them a dark colour. Clasts can be angular to rounded, although they are typically subangular to subrounded). Quartz, either as single or polygonal grains,usually is the dominant constituent comprising up to 60 per cent of grains and clasts. Light and dark grey to black chert is the  next most dominant clast-type forming up to 30 per cent of grains. Minor clasts include siltstone andsandstone (approximately 10 per cent) and plagioclase (1-2 per cent). One section of sandstone contained up to 40 per cent plagioclase and orthoclase? clasts, suggesting it was produced, in part, from the weathering of an igneous protolith.
 
14

 
Volcanics
 
Felsic and mafic volcanic units from 1 to more than 45 metres in thickness are found stratigraphically above the coarse siliciclastics, within the upper-most part of the Big Creek Group. These are identical to those found regionally within the Big Creek Group and referred to as the Gilliland Tuff (Ferri and Melville, 1994).
 
Gilliland Tuff
 
Felsic tuff and massive porphyry (Hows or sub-volcanic intrusives) are best developed in the extreme southeastern part of the project area where it forms a sequence over 45 metres thick (Figure 3). The unit is also encountered north of Wrede Creek where it ranges from 1 to 5 metres in thickness (Figure 3). It is typically light grey-green or rusty weathering sericitic quartz-feldspar tuff and/or porphyry. The unit contains sections of lapilli and coarse lapilli tuffs in the southeastern part of the map area (Figure 3). Phenocrysts comprise 5 to 20 per cent of the rock with embayed quartz crystals being the most common followed by plagioclase and poorly preserved accessory minerals. The latter have been altered to chlorite plus opaques, but in several instances residual material, together with pseudomorphs, suggests these were predominantly hornblende. The groundmass consists of sericite, quartz, feldspar plus chlorite, carbonate and opaques. Rip ups of black argillite from the surrounding sediments are locally abundant. Fine grained tuff invariably displays a weak to strong cleavage, although massive porphyry appears relatively undeformed  Chemical analysis of the tuff collected during the Manson Creek and Aiken Lake projects suggests these rocks are calc-alkaline in composition and are generally rhyolites to rhyodacites, (Ferri and Melville, 1994).
 
Mafic Volcanics
 
In the southern part of the map area, basalt and quartz-diorite is exposed at roughly the same stratigraphic horizon as the Gilliland Tuff. Pillowed? Or fragmental basalt was observed in one locality and formed lenses and semi-continuous horizons approximately 50 centimetres thick within Big Creek argillites. The massive basalt is dark green and aphanitic with minor calcite veining. Thin section examination reveals a predominance of finely crystalline feldspar together with carbonate, chlorite, sericite and opaques.
 
A few kilometres southeast of the basalt occurs a horizon of greenish grey quartz-diorite and crowdedquartz-feldspar porphyry. The unit is approximately 15 to 20 metres thick and can be traced laterally into dark grey argillites of the Big Creek Group.
 
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Green slates are found within the argillites in the vicinity of these mafic rocks. Thin section examination from the periphery reveals it is composed of 30 to 50 per cent coarsely crystalline and sericitized plagioclase, 10 per cent quartz, with the remainder being finely crystalline feldspar, quartz, opaques and up to 30 per cent chlorite. This finer groundmass displays a strong, ductile flattening fabric whereas the large plagioclase phenocrysts behaved brittly and are merely broken. Preliminary lithogeochemical analysis suggests this rock is intermediate in composition.
 
The precise age of the Gilliland Tuff is poorly constrained. Stratigraphically it is found towards the top the Big Creek Group suggesting it is Mississippian or younger in age. U/Pb geochronology on a zircon collected at the type locality indicated a minimum age of377±12 Ma (Ferri and Melville, 1994). A sample collected on the west bank of the Osilinka River returned a preliminary minimum age of342±3 Ma (J. Gabites, personal communication, 1993). The age reported for both samples is based on a least square regression line as there were no concordant fractions in either sample due to inheritance and/or lead loss.
 
Although this data suggests there may be two periods of volcanism, the similarity between the volcanics suggests otherwise and the discrepancy is probably based on the poor U/Pb systematics within the collected zircons. At present the best estimate on the age of the Gilliland Tuff is Late Devonian to middle Mississippian. More samples were collected this summer in hopes of refining the age of this unit.
 
Lay Range Assemblage
 
The Lay Range Assemblage has been subdivided into two broad packages: the Lower Sedimentary Division (LSD) and the Upper Mafic Tuff Division (UMTD) (Ferri, 1997). The LSD is a mixed sedimentary and volcanic sequence whereas the UMTD is almost entirely fine and coarse grained mafic tuffs, volcanic breccia and flows.The age of the Lay Range Assemblage is late Mississippian (Namurian) to Permian based on fossil collections made in the southern Lay Range (Ferri, 1997). Conodonts, corals, fusulinids and foraminifera recovered from the LSD suggest a late Mississippian lower age limit and a middle Pennsylvanian upper age limit for limestone at the top of the unit. Radiolarians from chert within the green and maroon siltstone and tuff unit above this limestone have indicated Early Permian ages. Conodonts from the remaining UMTD are broadly Permian in age. In the southern part of the Lay Range tuffs of the UMTD were believed to sit unconformably on the limestone, below the green and maroon siltstone suggesting an unconformity of some 13 Ma between the two units (middle Pennsylvanian to Early Permian; Ferri, 1997). Stratigraphic relationships observed
 
16

 
within the present map area suggest the limestone and UMTD have a conformable relationship. Although these two interpretations may seem at odds, this is entirely consistent with the variability observed along volcanic arcs.
 
Lower Sedimentary Division

The LSD is only exposed within the northern Lay Range, in the southeastern portion of the map area and is restricted to the core of a north-east verging fold (Ferri, 1997). Generally, siliciclastics and carbonates are found within the lower parts of this package with mafic volcanics becoming dominant towards the top. The entire sequence is capped by a limestone up to 50 metres thick.

The lower parts of the LSD are characterized by interbedded quartz sandstone, argillite, siltstone, chert and tuff. Sandstone forms prominent weathering ribs 5 to 15 metres thick within this section and comprises approximately 30 per cent of the sequence. Laterally they appear to pinch out within green siltstone and tuff. Thin to thick or massively bedded sandstone to granule conglomerate is beige weathering and grey in colour. Compositionally it is an impure quartz sandstone and locally contains clasts of feldspar and lithic fragments. The matrix typically is calcareous and greenish, the latter suggesting it is partly of volcanic origin.Interbedded argillite or slate is dark grey and is associated with platy dark limestone and dark grey to cream, thin to thickly bedded chert. Associated with all these lithologies is green to maroon siltstone grading into tuff which makes up to 50 per cent of the section.

On the eastern limb of the overturned anticline, the upper part of the LSD is intruded by a greenish-grey quartz-diorite to monzonite up to several hundred metres thick. This unit can be spatially associated with grey-brown weathering, dark green aphanitic basalt and brown to orange weathering, green feldspar-pyroxene porphyry. Above these rocks is a distinctive package of interlayered green and maroon siltstone, tuff and jasperoidal chert up to 20 metres in thickness. This unit is commonly associated with limestone and is found at the contact with tuffs of the UMTD. The distinctiveness of this unit and its presence at the LSD - UMTD contact make it a local marker horizon.

Lenses of buff weathering, cream coloured, recrystallized massive dolomite, with layers of green slate, up to 20 metres in thickness is commonly found below the green and maroon siltstone. This dolomite horizon forms a semi-continuous unit which, together with the succeeding limestone, can laterally pinch-out over  short distances. Massive to platy grey  limestone up to 50 metres thick, with distinctive ribs of beige to light
 
17

 
grey wavy chert lenses 1 to 5 centimetres thick can be found stratigraphically above the green and maroon siltstone unit. Although the limestone contains a very strong fabric, textures are preserved locally; some parts are bioclastic with poorly preserved crinoid ossicles and fusulinids (J.W.H. Monger, unpublished notes, 1973). Sections of the limestone are tuffaceous and have a maroon and green colour. Interbeds of green tuff between 10 to 50 centimetres thick are also present. The lower contact of the limestone appears gradational with the underlying green and maroon siltstone. The upper part of the limestone displays a sharp, but interbedded contact with tuffs of the UMTD. This limestone interfingers with tuffs of the UMTD along ridge faces. Its thickness changes drastically to less than a metre in the far southeastern portion of the map area. There, maroon and green siltstone, tuffs and chert are found on either side of the limestone unit, a relationship also observed several kilometres to the north where the limestone thickens to 50 metres.

Two bands of limestone are present along the top of the eastern extent of the LSD. Although they appear to be two separate units, they are remarkably similar and the recurrence of the distinct maroon and green unit, together with the monzonite and tuff, indicates a structural repetition.

Upper Mafic Tuff Division

The UMTD is a relatively homogenous package dominated by thin to massively bedded tuffs with lesser lapilli tuffs, volcanic breccia, basalt, diorite and rare quartz-feldspar tuff or porphyry flows. Thinly bedded tuffs are typically laminated and commonly graded. Rocks of the UMTD are found on either side of the north-east verging, overturned anticline within the northern Lay Range. They can be traced to the north, along the sub-dued valley east of the Wrede Ultramafic Complex and across Wrede Creek where they form the high ground along the northwestern part of the map area. South of Wrede Creek, graded, well bedded tuffs are the most common lithology along the east side of the anticline, with massive basalt flows accounting for approximately 10 per cent of the lower and middle section. A rare occurrence of rusty weathering, light greenish grey quartz-feldspar sericite schist (originally tuff or porphyry flow), approximately 20 metres thick was encountered within this unit on the northeast flowing creek immediately north of the Lay Range. This unit was sampled for U/Pb and whole rock analysis. The UMTD is much coarser on the southwest side of the anticline withinthe Lay Range where it is composed of green and dark green fine to coarse grained lapilli tuffs, volcanic breccias and massive basaltic flows. Volcanic clasts are commonly flattened parallel to cleavage and consist of aphanitic and amygdaloidal
 
18

 
basalt. Dark grey and black argillite clasts and quartz grains also form accessories in certain horizons. A rare, small rubbly outcrop of orange-brown coarse grained quartz-feldspar sandstone was observed within this succession.

North of Wrede Creek, the UMTD is found within an upright, steeply southwest dipping panel with the graded, laminated, fine tuffs in the stratigraphically lowest part of the panel (eastern lower slopes) and these are succeeded by lapilli tuffs, volcanic breccias and flows (Photo 8). The contact between the two is gradational with a general coarsening of the volcanic deposits up section until over 50 per cent of the sequence is composed of lapilli tuffs and/or volcanic breccia.  Clasts within the volcanic breccia unit are more diverse than observed south of Wrede Creek. They are typically green to maroon in colour and consist of aphanitic basalt together with fragments of pyroxene and/or feldspar porphyry basalt. Deposits can be monomictic to polymictic and are locally associated, especially towards the top of the ridge, with massive to pillowed basalt of similar composition. Some feldspar porphyry flows are quite distinctive due to the presence of phenocrysts up to several centimetres in size. The coarse volcaniclastics are locally intruded by small bodies ofhomblendite and associated gabbro probably related to the Wrede Ultramafic Complex.

Correlations of the Lay Range Assemblage with other packages throughout the Cordillera have been summarized by Ferri (1997). Intermixed sediments and volcanics of the LSD have the greatest potential of being equivalent to rocks of the Yukon-Tanana Terrane which host VMS occurrences. The oldest age known from the Lay Range Assemblage consists of late Mississippian to early Pennsylvanian conodonts recovered from the lower parts of the unit in the southern Lay Range. This is somewhat younger than the Early Mississippian age for quartz-feldspar meta-porphyry associated with the Wolverine deposit (Murphy and Piercey, 1999). As well, the overall character of the LSD is different than that of the Yukon-Tanana Terrane in the Finlayson Lake area. In general, rocks of the LSD and UMTD correlate with the middle and upper parts of the Dorsey Assemblage as described by Stevens and Harms (1995) along the B.C. Yukon border and further south by Nelson (1997).

Takla Group

The Takia Group was observed in only a handful of outcrops south of Wrede Creek. Regionally Takia rocks sit unconformably atop those of the Lay Range Assemblage (Ferri, 1997). A steep fault zone, of possibly strike-slip configuration, separates the two packages within the present map area.

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Rocks of the Takia Group consists ofaugite-feldspar porphyry flows, pyroclastic breccia and tuff, all of which have become sheared and foliated near their contact with the Lay Range Assemblage. Small stocks of beige quartz monzonite locally intrude these volcanics. The Takia Group is Late Triassic to Early Jurassic in age immediately to the south (Ferri and Melville, 1994; Ferri et al., 1992b, 1993b). Augite-plagioclase phyric volcanics observed within the map area belong to a sequence locally referred to as the Plughat Mountain Succession (Ferri and Melville, 1994) which is broadly Late Triassic in age.

Wrede Ultramafic Complex

The Wrede Ultramafic-Mafic Complex is an Alaskan-type body of Late Triassic age intruding rocks of the Takia Group just south of Wrede Creek ( Nixon et al., 1998). The complex is crudely zoned with a gradation from dunite in the core to gabbro at the margins. These rocks were not examined in any detail. This ultramafic body is most likely related to the Polaris Ultramafic Complex which intrudes rocks of the Lay Range Assemblage within the southern part of the Lay Range (Nixon et al., 1998; Ferri et al., 1993a, b).
 
8.4 STRUCTURE AND METAMORPHISM
 
The structural style within the map area is quite variable and is a reflection of the different tectonic terranes present. Generally, the degree of penetrative deformation increases from west to east within the map area. Cleavage is poorly developed or non-existent within coarse volcanic breccias and flows of the UMTD and Takia Group. When present, a weak cleavage within coarse volcaniclastics of the UMTD is one of the criteria used indistinguishing these rocks from similar, but relatively undeformed volcanoclastics in the Takia Group. Commonly a slaty cleavage is present within rocks of the underlying Big Creek Group and the fine tuffs of the UMTD. The intensity of cleavage and metamorphism increases down section, into rocks of the Ingenika Group where well developed, biotite-bearing schists occur in the lower parts of the Swannell Formation. Although biotite porphyroblasts were noted in several localities along the eastern margin of the map area, not enough data points are available to draw a metamorphic isograd. At one locality poikiloblastic biotite porphyroblasts were up to several millimetres in length. Although they grew in a random to semi-random
 
20

 
orientation, they were produced near the end of Si cleavage development as shown by the slight wrapping of this fabric around the porphyroblasts.

Metamorphism is of regional or Barrovian-type and dating of metamorphic minerals indicates it is Middle Jurassic in age, although mid-Cretaceous and Tertiary cooling ages are also encountered (Ferri and Melville, 1994).

Only one large scale fold was delineated within the map area and consists of a tight, northeasterly overturned structure outlined by the limestone marker between the UMTD and LSD. This large fold is the northward continuation of a structure mapped within the southern Lay Range (Ferri et al., 1993a, b). The southwest dipping axial plane of this fold is similar in orientation to the average attitude of cleavage within rocks of the map area . The fold structure is lost north of the Lay Range and only a southwest dipping overturned panel of volcanics belonging to the UMTD occurs north of the Wrede Ultramafic Complex, suggesting the core of the structure is located further to the west. The repetition of the limestone at the top of the LSD along the eastern limb of the structure is believed to be due to small scale folding. Outcrop-scale versions of this large fold were observed primarily within rocks of the Swannell Formation.

Early cleavage, together with the surrounding lithologies, is locally broadly folded and/or crenulated. This folding is best developed within rocks of the Swannell Formation, although the spread of cleavage orientation shown in Figure 6 indicates the entire map area has been affected. This suggests the presence of at least two distinct periods of fold formation. Cassiar rocks within the map area are found on the west flank of a broad antiform similar to others developed within strata of the Ingenika Group (Figure 2). It is not clear if the latter, upright folds within the map area are related to these structures or represent a distinct fold episode. Comparison of bedding-cleavage intersection attitudes and the beta direction for poles to cleavage and bedding within the map area suggest the two fold styles are coaxial.

The large, northeasterly overturned fold within the Lay Range Assemblage is carried in the hangingwall of the major, terrane bounding, northeasterly directed thrust (Swannell Fault; Wheeler and McFeely, 1991), which places rocks of the Lay Range Assemblage above those of the Cassiar Terrane. The thrust is steeply dipping to the southwest and is roughly parallel to bedding in bounding units. This thrust delineates the western boundary of Ancestral North American rocks within this part of the Canadian Cordillera. Although no kinematic indicators were observed in the map area, in the
 
21

 
southern Lay Range these display tops to the east directions (Nixon et al., 1993; Ferri et al., 1993b). It is interesting to note that in the most northern part of the map area folding of the fabric along this zone, in conjunction with brittle pull-aparts, would suggest late strike-slip motion, possibly dextral in nature.
The axial planes of these folds are steep and perpendicular to the fault contact and the associated fold axes also exhibit steep plunges. These structural features were localized and their regional significance is presently unknown.

The contact between the Lay Range Assemblage and the Takia Group is marked by a steeply dipping zone of highly sheared volcanics up to 100 metres wide. Regionally, the Lay Range Assemblage has been shown to form the basement to Takia volcanics (Ferri, 1997). The fault zone can be quite narrow, as observed in the northern Lay Range where it is hidden below approximately 10 metres of glacial deposits. Typically the zone is marked by a steep cleavage or schistosity with relic pyroxene, feldspar or lithic clasts. Deformation appears ductile, although certain components, such as feldspar and pyroxene, behaved quite brittly. No kinematic indicators could be discerned where the fault zone was examined in the map area. In the southern part of the map area the fault zone trends north-northwesterly. It cuts out much of the Lay Range Assemblage as it is traced northwards towards the Wrede Range (Figure 3). It is likely the fault veers more to the west across Wrede Creek due to the increased amount of Lay Range volcanics and the lack of large shear zones within Lay Range rocks. This steep dipping fault structure probably connects southwards with either the Polaris Creek or Lay Rangefault zones, two strike-slip fault zones with several kilometres displacement (Ferri et al., 1993b; Ferri, 1997).
 
These faults are part of an en echelon fault array that together with the Manson fault zone and Pinchi and Northern Rocky Mountain Trench systems, record a major period of Late Cretaceous to Early Tertiary dextral motion in this part of the Cordillera.”
 
8.5 MINERAL DEPOSITS
 
The following is also excerpted from the technical paper by Filippo Ferri entitled Devono-Mississippian Felsic Volcanism Along the Western Edge of the Cassiar Terrane, North-Central British Columbia (NTS 93N, 94C and 94D) Geologic Fildwork 1999, Paper 2000-1.

MINERAL POTENTIAL

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The Earn Assemblage, to which the Big Creek Group belongs, is an important metallotect within the Canadian Cordillera. In Selwyn and Kechika basins, it hosts significant SEDEX deposits such as the Tom, Jason, Driftpile Creek, Akie and Cirque. Further west. Earn Assemblage rocks also contain important VMS deposits which include the Marg of northwestern Selwyn Basin and the Wolf deposit found within the northern Cassiar Terrane.

In southeastern British Columbia rocks of similar age to the Earn found within the western Kootenay Terrane, a more distal part of the ancient continental margin, also hosts important VMS deposits such as Rea and Homestake. Finally, Early Mississippian rocks of continental nature, but uncertain affinity within the Yukon-Tanana Terrane, have recently been shown to contain large VMS deposits including the Wolverine, Kudz Ze Kayah and Fyre Lake. As stated earlier, all these occurrences taken together underlines the fact that the Late Devonian to Early Mississippian is an important period of metalliferous deposition. Major SEDEX mineralization within the Selwyn and Kechika basins are Frasnian and Famennian (Late Devonian) in age (Paradis et al., 1998) and found towards the base of the Earn Group. SEDEX occurrences of Early Mississippian age are reported in the MacMillan Pass area of the Selwyn Basin (Irwin and Orchard, 1989). The ore composition of these deposits is simple, being made up of sphalerite and galena (+silver) with pyrite and barite as non-ore components. Barite is an important constituent of these occurrences and is commonly found in distal parts of the deposits or as the primary component of low-temperature systems. The presence of barite by itself within Earn lithologies is important in that it signifies the presence of active exhalative systems.

In the Yukon, VMS deposits within Earn rocks are associated with calc-alkaline and alkaline to calc-alkaline felsic volcanics. The Wolf deposit is found with the alkaline to calc-alkaline Pelly Mountain volcanic belt which is associated with several other VMS occurrences including the MM, Mamu, Bnob, Chezpnough and Tree (Hunt,1999). Mineralogically these are composed of sphalerite, galena (+silver), minor copper, and with pyrite, pyrrhotite, barite and minor fluorite as accessories. The age of these deposits is uncertain and are broadly Late Devonian to Early Mississippian (Hunt, 1999).

The Marg VMS deposit of northwestern Selwyn Basin is associated with calc-alkaline felsic volcanics of Early Mississippian age (Turner and Abbott, 1990). This is a polymetallic occurrence composed Cu, Zn, Pb, Ag and Au with a sulphide mineralogy made of pyrite, chalcopyrite, sphalerite, galena and minor tetrahedrite and
 
23

 
arsenopyrite. Ferroan carbonates and quartz are also important constituents of the ore body. The presence of sericite-carbonate-quartz-pyrite within footwall rocks suggest hydrothermal alteration, a situation rarely seen within the low temperature SEDEX deposits or reported from the Pelly Mountain alkaline occurrences.”

Mineral Potential of the Big Creek Group and Gilliland Tuff

Known mineralization within the Big Creek Group is SEDEX in nature although there are anomalous stream sediment and soil geochemistry localities suggesting the potential for mineralization within the Gilliland Tuff. SEDEX mineralization is found at the Omineca Queen bedded barite occurrence and in the Wasi Lake area.

Sedex Mineralization

The Omineca Queen (MINFILE number 093N 087)bedded barite, located near Munro Creek, immediately south of the Manson River, is the only documented SEDEX occurrence within the Big Creek Group (Figure 2; Band, 1970; McCammon, 1975; Craig, 1992). The Omineca Queen consists of up to 7 metres of bedded to massive barite hosted within dark grey argillites and
slates. This SEDEX occurrence was visited to examine the mineralization and its possible relationships to the Gilliland Tuff. Old trenches and cat trails are severely overgrown and only two sections of massive to poorly bedded barite up to 3 metres thick were visible. Although no felsic tuff was observed in the area, mapping showed that the barite is found within black, fissile shale to argillite and sits stratigraphically below quartz-chert wackes and sandstone which regionally are below the Gilliland Tuff. This barite mineralization is probably part of the Late Devonian SEDEX event found throughout the Kechika and Selwyn basins of Ancestral North American.

Exploration by Cominco Exploration Ltd. east of Wasi Lake, near the former PAR mineral claims, discovered several other barite occurrences within the Big Creek Group (Bruce Mawer, personal communication, 1993). In this area. Big Creek argillites can be traced around a broad syncline south of the Osilinka River (Figure 2). East of Wasi Lake, anomalous levels ofPb, Zn and Ba in stream silts were reported by Ferri et al. (1992a) and from the RGS survey for 94C (Jackaman, 1998). Anomalous stream sediments and soils were also collected on the former RAP mineral claims (Johnson, 1996) which are several kilometres northeast of Wasi Lake. Together, these indicate the potential for SEDEX style mineralization within the Big Creek Group of the Wasi Lake area. Rock geochemistry on several samples of the lower Big Creek Group indicate weakly
 
24

 
anomalous Ba levels in one area and elevated levels ofAg (2.6 ppm), Pb (433 ppm) andBa (1928 ppm) in another area (Johnson, 1996).

Potential for VMS Mineralization

Mapping by the author has traced Gilliland Tuff felsic volcanics from the Manson River area to the Wrede Range, a distance of some 150 kilometres (Figure 2) These volcanics are intermittently present within the upper part of the Big Creek Group and are from several metres to some 50 metres in thickness. Textural features commonly indicate the volcanics are tuffaceous and submarine in nature, being interbedded with fine clastics of the Big Creek Group. Sections in several localities are quite thick and parts of the unit appear to be subvolcanic and texturally resemble a quartz ±feldspar porphyry intrusion. Areas where thick volcanics occur include: the type locality around Germansen Landing; the area south of the Swannell River and the region between the Osilinka River and Wasi Lake where the unit is well in excess of 1000 metres thick. The mapped extent of the volcanic shown in Figure 2 would suggest that a volcanic centre may be present in the Wasi Lake area with subsidiary centres in the Germansen Landing and Swannell River areas. The thin horizons of tuff seen elsewhere within the Big Creek Group would then represent distal deposits produced by these or other volcanic centres.

Although no mineralization has yet been attributed to this unit, several drainages cutting the Gilliland Tuff have returned anomalous stream silt geochemistry and anomalous whole rock geochemistry for the tuff. In the Wasi Lake area, the recent RGS release for NTS sheet 94C (Jackaman, 1998) contains localities with anomalous levels ofPb, Zn, Ba and @Au for some of the drainages cutting the unit. Rock sampling of carbonaceous breccia or conglomerate from the Gilliland Tuff within the former RAP mineral claims east of Wasi Lake returned anomalous Ag (7.3 ppm) and Ba (greater than 2000 ppm; Johnson, 1996). Gilliland volcanics in the Wasi Lake area locally contain sericite and/or carbonate alteration.

South of Swannell River, several drainages cutting the Gilliland Tuff contain silts with anomalous levels of Cu (24,104 and 160 ppm), Pb (10,26 and 107 ppm) and Zn (283,1090 and 1453 ppm; Rhodes, 1994). Silts from several streams cutting the Big Creek Group in the northern Lay Range (Figure 3) contain sediments slightly anomalous in Pb, Zn and Ba (Jackaman, 1998).

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The high background level of barium in the Gilliland Tuff, together with the associated barite in some of the VMS occurrences in the Pelly Mountains suggests that this mineral can be, as in the case of SEDEX deposits, a useful indicator of nearby mineralizing systems. Bedded barite of Early Mississippian age is known from the Selwyn Basin and northern Cassiar platform and may be time equivalent to some of the felsic volcanism (Gordey,1991; Irwin and Orchard, 1990).”
Please see figure 4.
 
Further, there are a variety of mineral deposits in the Manson Creek area

TYPE
EXAMPLE
Sediment hosted Barite
Omineca Queen
Porphyry copper-molybdenite
Mt. Milligan, Lorraine
Sediment hosted gold
(Skygold claims)
Volcanogenic massive sulphide
Rare Earths/Carbonatite
Mercury
Placer gold
Gold in altered ultramafics
Biddy (Nina Lake)
Lonnie showing
Pinchi Lake
Manson Creek, Germansen
QCM
Vein Gold-Silver
Jade
Motherlode, Boulder Creek
Mt. Ogden
 
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GRAPHIC 5
 
Figure 4, OMENICA QUEEN MANSON CREEK GEOLOGY MAP
 
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9.0 PROPERTY GEOLOGY
(From Minfile)
 
The Omineca Queen occurrence is found in both sides of the creek and consists of 3 to 7-metre thick sequences of layered barite found with graphitic slates and argillites of the Upper(?) Devonian to Lower Permian Big Creek Group, formerly the Cooper Ridge Group. Layering within the barite is produced by impurities such as quartz and organic matter. The barite is faulted and folded and strikes northwest with a vertical attitude. Although these barite bands appear to replace quartz-rich layers, they also indicate that the deposit may have formed as a sedimentary exhalative.   Minor amounts of galena, sphalerite and tetrahedrite are known to exist.  A sample cut across 5 metres plus 3 metres of exposed barite 120 metres east of a gully yielded 63.15 per cent BaO (Geology, Exploration and Mining in British Columbia, page 374).
 
The Property is underlain by rocks of the Slide Mountain Group as mapped by Ferri and Melville (BCEMPR Paper 1988-1). Property rocks consist of three basic subdivisions of the Slide Mountain Group;

·  
black calcareous thin bedded shale (Unit 9A),
·  
arkose wacke and siltstone (Unit9B) and
·  
green to dark green volcanics commonly with carbonate alteration and interbedded argillite and siltstone (Unit 9C).

Dunham Craig explored the property as a consultant to Cominco and Stratore in 1992 and described the sowing as follows:

“The Omenica Queen showing consists of black shale hosted barite beds of stratiform appearance. Four barite beds are present striking parallel with local shales and consist of the  following grades”:

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TABLE OF BARITE COMPOSITIONS AND GRADES 1992

Width (rn)
BaO (%)
SO3 (%)
Fe203 (%)
Si02 (%)
7
54.09
27.8
0.26
8.92
6.5
62.79
33.8
0.29
2.15
4
63.16
33.5
0.29
1.87
8
63.15
33.5
0.23
1.60
Filippo Ferri (1999) describes the property as follows:

The Omineca Queen (MINFILE number 093N 087) bedded barite, located near Munro Creek, immediately south of the Manson River, is the only documented SEDEX occurrence within the Big Creek Group (Band, 1970; McCammon, 1975; Craig, 1992). The Omineca Queen consists of up to 7 metres of  bedded to massive barite hosted within dark grey argillites and slates. This SEDEX occurrence was visited to examine the mineralization and its possible relationships to the Gilliland Tuff. Old trenches and cat trails are severely overgrown and only two sections of massive to poorly bedded barite up to 3 metres thick were visible. Although no felsic tuff was observed in the area, mapping showed that the barite is found within black, fissile shale to argillite and sits stratigraphically below quartz-chert wackes and sandstone which regionally are below the Gilliland Tuff. This barite mineralization is probably part of the Late Devonian  SEDEX event found throughout the Kechika and Selwyn basins of Ancestral North American.

Exploration by Cominco Exploration Ltd. east of Wasi Lake, near the former PAR mineral claims, discovered several other barite occurrences within the Big Creek Group (Bruce Mawer, personal communication, 1993). In this area, Big Creek argillites can be traced around a broad syncline south of the Osilinka River (Figure 2) . East of Wasi Lake, anomalous levels of Pb, Zn and Ba in stream silts were reported by Ferri et al . (1992a) and from the RGS survey for 94C (Jackaman, 1998) . Anomalous stream sediments and soils were also collected on the former RAP mineral claims (Johnson, 1996) which are several kilometres northeast of Wasi Lake . Together, these indicate the potential for SEDEX style mineralization within the Big Creek Group of the Wasi Lake area . Rock geochemistry on several samples of the lower Big Creek Group indicate weakly anomalous Ba levels in one area and elevated levels of Ag (2.6 ppm), Pb (433 ppm) and Ba (1928 ppm) in another area (Johnson, 1996).

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9.1 Potential for VMS Mineralization
 

Mapping has traced Gilliland Tuff felsic volcanics from the Manson River area to the Wrede Range, a distance of some 150 kilometres (Figure 2) .   These volcanics are intermittently present within the upper part of the Big Creek Group and are from several metres to some 50 metres in thickness . Textural features commonly indicate the volcanics are tuffaceous and submarine in nature, being interbedded with fine clastics of the Big Creek Group . Sections in several localities are quite thick and parts of the unit appear to be subvolcanic and texturally resemble a quartz ±feldspar porphyry intrusion .

Areas where thick volcanics occur include: the type locality around Germansen Landing; the area south of the Swannell River and the region between the Osilinka River and Wasi Lake where the unit is well in excess of 1000 metres thick . The mapped extent of the volcanics shown in Figure 2 would suggest that a volcanic centre may be present in theWasi Lake area with subsidiary centres in the Germansen Landing and Swannell River areas .

The thin horizons of tuff seen elsewhere within the Big Creek Group would then represent distal deposits produced by these or other volcanic centres.

Although no mineralization has yet been attributed to this unit, several drainages cutting the Gilliland Tuff have returned anomalous stream silt geochemistry and anomalous whole rock geochemistry for the tuff . In the Wasi Lake area, the recent RGS release for NTS sheet 94C (Jackaman, 1998) contains localities with anomalous levels of Pb, Zn, Ba and ±Au for some of the drainages cutting the unit . Rock sampling of carbonaceous breccia or conglomerate from the Gilliland Tuff within the former RAP mineral claims east of Wasi Lake returned anomalous Ag (7.3 ppm) and Ba (greater than 2000 ppm; John Johnson, 1996) . Gilliland volcanics in the Wasi Lake area locally contain sericite and/or carbonate alteration.

South of Swannell River, several drainages cutting the Gilliland Tuff contain silts with anomalous levels of Cu (24, 104 and160 ppm), Pb (10, 26 and 107 ppm) and Zn (283, 1090 and 1453 ppm; Rhodes, 1994) . Silts from several streams cutting the Big Creek Group in the northern Lay Range (Figure 3) contain sediments slightly anomalous in Pb, Zn and Ba (Jackaman, 1998).

30

 
The high background level of barium in the Gilliland Tuff, together with the associated barite in some of the VMS occurrences in the Pelly Mountains suggests that this mineral can be, as in the case of SEDEX deposits, a useful indicator of nearby mineralizing systems . Bedded barite of Early Mississippian age is known from the Selwyn Basin and northern Cassiar platform and may be time equivalent to some of the felsic volcanism (Gordey, 1991; Irwin and Orchard, 1990).
 
OMINECA QUEEN PROPERTY (93N/9E)
http://www.llbc.leg.bc.ca/public/PubDocs/bcdocs/96990/1974/19_mccammon_p85-88.pdf
 
9.2 BARITE
 
By  J. W. McCammon

The Omineca Queen (latitude 55' 31.6'; longitude 124' 06.4') is a barite property situated 600 metres south of Manson Creek, at 823 metres elevation on the east bank of a small tributary stream, about 3 kilometres east of the bridge where the Omineca Road crosses Manson Creek.

The property consists of the Omineca Queen 3 and 4 claims, located in 1966 and still held by A. Bjerring of Manson Creek.  From the creek bed the bank rises steeply for about 6 metres in elevation and then flattens off to a gentler slope. The ground is completely drift and bush covered. The only bedrock exposed is the original discovery outcrop of barite in the creek and in areas stripped by bulldozer.  The barite lies conformably between slate walls in an area of rocks mapped as part of the Pennsylvanian (?) and Permian Cache Creek Group (Geol. Surv., Canada, Map 907Al. gully. More barite has been uncovered in strippings 120 and 156 metres southeast of the Barite is exposed in the creek and in strippings for 75 metres northeasterly to a small gully. West of the gully the strike of the rocks is north 75 degrees east and the dip is generally vertical but in places the rock is contorted and sheared. The visible barite forms a single 4 to 7-metre-wide zone of fine grained dark material that is striped parallel to foliation in the slates. It does not contain much impurity other than the dark colouration.

At the gully there is much contortion and shearing and in stripping along the east side, the barite appears to be offset a few metres southward. In the stripped area 120
 
31

 
metres southeast of the gully the barite and enclosing slates are near vertical and strike south 55 degrees east. Two mineral zones are exposed here. A 3-metre-wide ban of white barite on the north is separated from a 5-metre-wide band of dark striped material by 3 metres of slate. Analyses of the barite are reported to show high purity

MCCAMMON, J.W. (1975):
Barite; in Geological Fieldwork 1974, Paper 1975-2, page 85.
Industrial Minerals / Barite / Cache Creek Group / Regional Geology /
Omineca Queen Property
093N/09E
 
10.0 CONCLUSIONS AND RECOMMENDATIONS
 
The Omineca Queen property has three targets:
·  
The original barite horizon
·  
Possible base metal mineralization in the footwall in volcanic rocks.
·  
Gold mineralization hosted in black argillites
 
10.1 Phase I
 
·  
Research the VMS potential of the Paleozoic formations in the area
·  
Prepare base map from available 1:20,000 maps
·  
Obtain air photos for the area
·  
Send in a prospecting/mapping crew, 2 men x 4 days
·  
Map in the previous trenches
·  
Sample the exposed barite if possible
·  
Determine if base metals are present in float
·  
Run VLF/Mag traverses perpendicular to the outcrop/subcrop
·  
Determine true width of barite
 
32

 
·  
Check barite composition against commercial operations
·  
Dependent on initial results plan a second phase of drilling to delineate the deposit.
 
10.2 Phase II
 
·  
Backhoe trenching and Sampling
·  
Geological supervision and reporting
 
33

 
10.3 Phase III
 
1.  
Drill 8-10 short holes across the zone, testing the footwall and hangingwall.
2.  
Metallurgical studies
 
11.0 BUDGET
 
11.1 Phase I PROSPECTING
 
DESCRIPTION
DETAILS
COST US $
Preparation of BaseMaps, Airphotos
 
$1,000
Geological Supervison
1 man x 7 days x $750
5000
Prospector, Sampler
2 men x 5 days x$300
3000
Vehicle, Food Lodging
 
1000
Sample analysis, soils, rocks
50 soils, 20 rocks
2500
Barium analyses, thin sections
 
500
Freight
 
200
Telephone, computer, radios
 
300
File work on claims, Geological report
 
3000
Subtotal
 
$16,500.00
Contingency
 
2000
Total
 
$18,500
GST
5%
1000
GRAND TOTAL
 
$19,500
 
11.2 Phase II BACKHOE TRENCHING AND SAMPLING
 
DESCRIPTION
DETAILS
COST US $
Backhoe @ 120/hr,
35 hr mob & demob incl.
4,200
Geological Supervison
1 man x 7 days x $750
5000
Vehicle, Food Lodging
 
1000
Sample analysis, rocks
70 rocks
2500
Barium analyses, thin sections
 
500
Freight
 
200
Telephone, computer, radios
 
300
 
34

 
File work on claims, Geological report
 
3000
Subtotal
 
16,700
Contingency
 
2000
Total
 
$18,700
GST
5%
1000
GRAND TOTAL
 
$19,700
 
11.3 Phase III, Drilling contingent on the success of phases 1 & II
 
DESCRIPTION
DETAILS
COST US $
Geological Supervison
1 man x 20 days x $750
7,500
Prospector, Sampler
2 men x 10 days x$300
6000
Vehicle, Food Lodging
 
4500
Sample analysis, rocks
200 rocks
10000
Reclamation Bond
 
5000
Freight
 
1500
Drilling 10 holes x 100 m
1000 m x $125/m
125000
Telephone, computer, radios
 
500
File work on claims, Geological report
 
15000
Subtotal
 
175,000
Contingency
 
25000
Total
rounded
200000
GST
5%
10000
GRAND TOTAL
 
$210,000

Grand total for all three phases is $249,200.
 
35

 
12.0 REFERENCES
 
Plouffe, A.; Williams, Stephen, P. (2001): Quaternary geology data: Manson River (93N), Fort Fraser (93K) and Nechako River (93F), central British Columbia.  Geological Survey of Canada , Open File D2270.
Armstrong J.E. ( 1949 ) Fort St . James Map Area , Cassiar and Coast Districts, British Columbia ; GSC Memoir 252,  210 p. Map 307A.

Band, R.B., (1970):  Geochemical Report on Omineca Queen claims #3 and #4, Omineca M.D.  BCMMPR Assessemtn Report 2636.
 
Ferri, Filippo (1999;  Devono-Mississippian Felsic Volcanism Along theWestern Edge of theCassiar Terrane, North-Central British Columbia  (NTS 93N, 94C and 94D)  In:  Geological Fieldwork 1999 (paper 2000-1)

Ferri, F., and Melville, D.M. (1994): Bedrock Geology of the Germansen Landing - Manson Creek Area, British Columbia (93N/9, 10, 15; 94C/2); B.C. Ministry of Energy, Mines and Petroleum Resources, Bulletin 91.

Ferri, F., Melville, D.M. (1988): Manson Creek Mapping Project; in Geological Fieldwork 1987, Paper
1988-1, pages 169-180. 093N/09
McCammon, J.W. (1975): Omineca Queen, B.C. Ministry of Energy, Mines and Petroleum Resources, Geology, Exploration and Mining in British Columbia 1974, pages 373-374

Struik, L.C. (1989): Devonian, Silurian, Cambrian and Precambrian Stratigraphy, McLeod Lake Map Area, British Columbia; Geological Survey of Canada, Paper 89-1A, pages 119-124.

Struik, L.C. (1990): Paleozoic - Triassic Stratigraphy, McLeod Lake Map Area, Central B.C.; Geological Association of Canada, Program with Abstracts, page A126.
 
36

 
MITCHELLGEOLOGICAL SERVICES INC.
Suite 1028, 470 Granville St.,
Vancouver, BC CANADA V6C 1V5
OFFICE: Tel: (604) 684 4297
                 Fax: (604) 684 642 4217
                 Cell: (604) 306 5299
HOME:   Tel: (604) 736 2106
                 Fax: (604) 736 2170
  GRAPHIC 6
 
13.0 CERTIFICATE OF THE AUTHOR
 
I, Marvin Alford Mitchell , P. Eng. , do hereby certify that:

1. I am President of Mitchell Geological Services Inc., Suite 1028, 470 Granville St.
Vancouver, BC CANADA V6C 1V5.

2. I graduated with a degree in Bachelor of Science in Geological Engineering, (mining option)   from the University of Montana’s Montana School of Mines in 1968 .

3. I am a member of the Association of Professional Engineers and Geoscientists of the Province of British Columbia (Registration Number, 8322)

4. I have worked as a geologist for a total of 40 years since my graduation from university.

5  I certify that by reason of my education, affiliation with a professional association) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of  this report.

6.  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 Technical Report, the omission to disclose which makes the Technical Report misleading.

7. I am independent of the potential issuer applying all of the tests in section 1.4 of National Instrument 43-101.

8. I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Technical Report.
 
37

 
Dated this 4th day of August, 2008






Marvin A. Mitchell, P.Eng.
 
38

 
14.0 APPENDIX I
 
SEDIMENT HOSTD BARITE MODEL
 
E17
by S. Paradis 1 , G.J. Simandl, D. MacIntyre and G.J. Orris 2
1 Geological Survey or Canada
2 British Columbia Geological Survey
 
GRAPHIC 7

Paradis, S., Simandl,G., MacIntyre, D., and Orris, G.J. (1998): Sedimentary-hosted, Stratiform Barite, in Geological Fieldwork 1997, British Columbia Ministry of Employment and Investment, Paper 1998-1, pages 24F-1 to 24F-4.
IDENTIFICATION
SYNONYM : Bedded barite.
 
COMMODITIES ( BYPRODUCTS ) : Barite (possibly Zn, Pb, Ag).
 
EXAMPLES (British Columbia (MINFILE #)- Canada/International ) :
 
Kwadacha ( 094F  020 ), Gin ( 094F  017 ), Gnome ( 094F  0 16 ); Tea, Tyrala, Hess, Walt and Cathy (Yukon, Canada),Walton (Nova Scotia, Canada), Fancy Hill (Arkansas, USA), Mountain Springs, Greystone (Nevada, USA), Jixi and Liulin (China), Fig Tree and Mabiligwe (South Africa).
 
GEOLOGICAL CHARACTERISTICS
 
CAPSULE DESCRIPTION : Sedimentary-hosted, stratiform or lens-shaped barite bodies, that may reach over ten metres in thickness and several kilometres in strike length. Barite-rich rocks (baritites) are commonly lateral distal equivalents of shale-hosted Pb-Zn (SEDEX) deposits. Some barite deposits are not associated with shale-hosted Zn-Pb deposits.
 
TECTONIC SETTINGS : Intracratonic or continental margin-type fault-controlled marine basins or half-grabens of second or third order and peripheral foreland (distal to the continental margin) basins.
 
DEPOSITIONAL ENVIRONMENT / GEOLOGICAL SETTING : Deep, starved
 
39

 
marine basins to shallow water shelves. The barite-rich rocks (baritites) were deposited on the seafloor and commonly grade laterally into either shale-hosted Pb-Zn (SEDEX) deposits which formed closer to the submarine hydrothermal vents, or the more distal cherts, hematite-chert iron formations, silica and manganese-enriched sediments.
 
AGE OF MINERALIZATION : Deposits are hosted by rocks of Archean to Mesozoic ages but are most common in rocks of Phanerozoic, especially in the mid to late Paleozoic age.
 
HOST/ASSOCIATED ROCK TYPES : Major rock types hosting barite are carbonaceous and siliceous shales, siltstones, cherts, argillites, turbidites, sandstones, dolomites and limestones.
 
DEPOSIT FORM : Stratiform or lens-shaped deposits are commonly metres thick, but their thickness may exceed 50 metres. Their lateral extent may be over several square kilometres.
 
TEXTURE/STRUCTURE : The barite ore is commonly laminated, layered or massive. Barite may form rosettes, randomly oriented laths or nodules. Some of the barite deposits display breccias and slump structures. In metamorphosed areas, barite may be remobilized (forming veinlets) and/or recrystallized.
 
ORE MINERALOGY [Principal and subordinate ] : Barite.
 
GANGUE MINERALOGY [Principal and subordinate ] : Quartz, clay, organic material, celsian, hyalophane, cymrite, barytocalcite, calcite, dolomite, pyrite, marcasite, sphalerite, galena, and in some cases witherite .
 
ALTERATION MINERALOGY : None in most cases. Secondary barite veining. Weak to moderate sericitization reported in, or near, some deposits in Nevada.
 
WEATHERING : Barite-rich exposures sometimes create vegetation "kill zones".
 
ORE CONTROLS : Sedimentary depositional environment is mainly half-grabens and basins of second or third order. While Zn-Pb-barite (SEDEX)
 
40

 
deposits may require euxinic environment to stabilize sulphides, more oxidized depositional environment may be the key for deposition of high-grade (nearly sulphide-free) barite deposits. Syndepositional faults are extremely important for SEDEX deposits that are commonly proximal to the vents, but may not be essential for all sediment-hosted stratabound barite deposits.
 
GENETIC MODEL : Some stratiform barite deposits form from hydrothermal fluids that exhaled on the seafloor and precipitated barite and other minerals (sulphides, chert, etc.) as chemical sediments. The chemical sediments change composition with distance from the vent reflecting changes in temperature and other parameters of the hydrothermal fluid as it mixed with seawater. Barite-rich sediments can reflect hydrothermal fluids deficient in metals (lack of base metals in the source rock or insufficient temperature or unfavorable physical-chemical fluid conditions to carry base metals) or discharge of hydrothermal fluids in a shallow marine environment that does not favor precipitation of sulphides. Some of the sedimentary-hosted barite deposits are interpreted as chemical sediments related to inversion of stratified basin resulting in oxygenation of reduced waters. Others formed by erosion and reworking of sub-economic chemical sediments (Heinrichs and Reimer, 1977) or of semi-consolidated clays containing barite concretions (Reimer, 1986), resulting in selective concentration of barite.
 
ASSOCIATED DEPOSIT TYPES : Shale-hosted Zn-Pb deposits ( E14 ), Irish-type massive sulphide deposits ( E13 ), sedimentary manganese deposits ( F01 ) and vein barite deposits ( I10 ). In oxygen-starved basins, barite deposits may be stratigraphically associated with black shales enriched in phosphates (F08), vanadium, REE and uranium mineralization and possibly shale-hosted Ni-Mo-PGE ( E16 ) deposits.
 
COMMENTS : There is a complete spectrum from sulphide-rich to barite-rich SEDEX deposits. The Cirque deposit in British Columbia, represents the middle of this spectrum and consists of interlaminated barite, sphalerite, galena and pyrite. Its reserves are in excess of 38.5 million tonnes averaging 8% Zn, 2.2% Pb, 47.2 g/tonne of Ag and 45-50% barite. Witherite, a barium carbonate, occurs as an accessory mineral in some barite deposits and rarely forms a deposit on its own. There has been no
 
41

 
commercial witherite production in the western world since the mines in Northumberland, England closed. Recently, the Chengkou and Ziyang witherite deposits have been discovered in China (Wang and Chu, 1994Witherite deposits may form due to severe depletion of seawater in SO -2 4 and enrichment in Ba (Maynard and Okita, 1991). Alternatively, these deposits could have formed by high temperature replacement of barite by witherite (Turner and Goodfellow,1990).
 
EXPLORATION GUIDES
 
GEOCHEMICAL SIGNATURE : Barium enrichment on the scale of the basin and other indicators of shale-hosted Zn-Pb deposits, such as high values of Zn, Pb, Mn, Cu and Sr, in rock and stream sediment samples. Strongly anomalous Ba values in stream sediments and heavy sediments are only found in close proximity to barite mineralization because barite abrades rapidly during stream sediment transportation. The difference between 87 Sr/ 86 Sr ratios of barite and coeval seawater may be used to distinguish between cratonic rift (potentially SEDEX-related) barite occurrences and those of peripheral foreland basins (Maynard et al .,1995).
 
GEOPHYSICAL SIGNATURE : Deposit may correspond to a gravity-high.
 
OTHER EXPLORATION GUIDES : Appropriate tectonic and depositional setting. Proximity to known occurrences of barite, shale-hosted SEDEX or Irish-type massive sulphide occurrences, exhalative chert, hematite-chert iron formations and regional Mn marker beds. Vegetation "kill zones" coincide with some barite occurrences.
 
ECONOMIC FACTORS
 
TYPICAL GRADE AND TONNAGE : Deposits range from less than 1 to more than 25 million tonnes grading 30% to over 95% barite with a median size of 1.24 million tonnes containing 87.7 % BaSO 4 (Orris, 1992). Portions of some deposits may be direct shipping ore. ). The Magcobar mine in the Silvermines district of Ireland produced 4.6 Mt of 85% BaSO4 lump. Barite is produced at some metal mines, including the Ramelsburg and Meggen (8.9 Mt) mines in Germany.
 
42

 
ECONOMIC LIMITATIONS : Several modern applications require high brightness and whiteness values and high-purity products. There are different requirements for specific applications. Abrasivity, grade of concentrate, color, whiteness, density and type of impurities, oil index, water index, refractive index and base metal content are commonly reported for commercially available concentrates. Transportation cost, specific gravity and content of water-soluble alkaline earth metals, iron oxides and sulphides are important factors for barite used in drilling applications. Currently sulphide-free barite deposits are preferred by the barite producers. Some of the barite on the market is sold without complex upgrading. Selective mining and/or hand sorting, jigging, flotation and bleaching are commonly required. It is possible that in the future, due to technological progress, a substantial portion of barite on the market will originate as by-product of metal mining.
 
END USES : Barite is used mainly in drill muds, also as heavy aggregate, marine ballast, a source of chemicals, a component in ceramics, steel hardening, glass, fluxes, papers, specialized plastics and radiation shields, in sound proofing and in friction and pharmaceutical applications. Witherite is a desirable source of barium chemicals because it is soluble in acid, but it is not suitable for applications where inertness in acid environments is important..
 
IMPORTANCE : Competes for market with vein-type barite deposits. Celestite, ilmenite, iron oxides can replace barite in specific drilling applications. However the impact of these substitutes is minimized by relatively low barite prices.
 
SELECTED BIBLIOGRAPHY
 
ACKNOWLEDGEMENTS : Reviews of the manuscript by Dr. John Lydon of the Geological Survey of Canada and Dr. D.V. Lefebure of the B.C. Geological Survey are appreciated.
 
Brobst, D.A. (1994) : Barium Minerals; in Industrial Minerals and Rocks, 6th edition , D.D. Carr, Senior Editor, Society for Mining, Metallurgy and Exploration, Inc ., Littleton, Colorado, pages 125-134.
 
Clark, S.   and Orris, G.J. (1991) : Sedimentary Exhalative Barite; in Some
 
43

 
Industrial Mineral Deposit Models: Descriptive Deposit Models, Orris, G.J. and Bliss, J.D., Editors, U.S. Geological Survey , Open-File Report 91-11A, pages 21-22.
 
Heinrichs, T.K and Reimer, T.O. (1977) : A Sedimentary Barite Deposit from the Archean Fig Tree Group of the Barberton Mountain Land (South Africa), Economic Geology , Volume 73, pages 1426-1441.
 
Large, D.E. (1981) : Sediment-hosted Submarine Exhalative Sulphide Deposits - a Review of their Geological Characteristics and Genesis; in Handbook of Stratabound and Stratiform Ore Deposits; Wolfe, K.E., Editor, Geological Association of Canada , Volume 9, pages 459-507.
 
Lydon, J.W. (1995) : Sedimentary Exhalative Sulphides (SEDEX); in Geology of Canadian Mineral Deposit Types, Eckstrand, O.R., Sinclair, W.D. and Thorpe, R.I., Editors , Geological Survey of Canada , Geology of Canada, no. 8, pages 130-152.
 
Lydon, J.W., Lancaster, R.D. and Karkkainen, P. (1979) : Genetic Controls of Selwyn Basin Stratiform Barite/Sphalerite/Galena Deposits: An Investigation of the Dominant Barium Mineralogy of the TEA Deposit, Yukon; in Current Research, Part B; Geological Survey of Canada , Paper 79-1B, pages 223-229.
 
MacIntyre, D.E. (1991) : Sedex-Sedimentary-exhalative Deposits; in Ore Deposits, Tectonics and Metallogeny in the Canadian Cordillera, McMillan, W.J., Coordinator ; B.C. Ministry of Energy Mines and Petroleum Resources , Paper 1991-4, pages 25-69.
 
Maynard, J.B. and Okita, P.M. (1991) : Bedded Barite Deposits in the United States, Canada, Germany, and China: Two Major Types Based on Tectonic Setting; Economic Geology , volume 86, pages 364-376.
 
Maynard, J.B. and Okita, P.M. (1992) : Bedded Barite Deposits in the United States, Canada, Germany, and China: Two Major Types Based on Tectonic Setting - A Reply; Economic Geology , volume 87, pages 200-201.
 
Orris, G.J. (1992) : Grade and Tonnage Model of Bedded Barite; in
 
44

 
Industrial Minerals Deposit Models: Grade and Tonnage Models; Orris, G.J. and Bliss J.D., Editors , U.S. Geological Survey , Open-File Report 92-437, pages 40-42.
 
Reimer, T.O. (1986) : Phanerozoic Barite Deposits of South Africa and Zimbabwe; in Mineral Deposits of South Africa, Volume; Enhauser, C.R. and Maske, S., Editors, The Geological Society of South Africa, pages 2167-2172.
 
Turner, R.J.W. (1992) : Bedded Barite Deposits in the United States, Canada, Germany, and China: Two Major Types Based on Tectonic Setting- A Discussion; Economic Geology , Volume 87, pages 198-199.
 
Turner, R.J.W. and Goodfellow, W.D. (1990) : Barium Carbonate Bodies Associated with the Walt Stratiform Barite Deposit, Selwyn Basin, Yukon: a Possible Vent Complex Associated with a Middle Devonian Sedimentary
Exhalative Barite Deposit; in Current Research, Part E, Geological Survey of Canada, Paper 90-1E, pages 309-319.
 
Wang, Z.-C. and Chu, X.-L. (1994) : Strontium Isotopic Composition of the Early Cambrian Barite and Witherite Deposits; Chinese Science Bulletin , Volume 39, pages 52-59.
 
Wang, Z. and Li, G. (1991) : Barite and Witherite in Lower Cambrian Shales of South China: Stratigraphic Distribution and Chemical Characterization; Economic Geology , Volume 86, pages 354-363.
 
45

 
15.0 APPENDIX II
MINFILE   OMINECA QUEEN  MINFILE No 093N 087
 
SUMMARY

Name OMINECA QUEEN, DISCOVERY
Mining Division Omineca
BCGS Map 093N060
Status Prospect   NTS Map 093N09E
Latitude 55º 31' 28" Longitude 124º 06' 36" W
N  UTM 10 (NAD 83)
Northing 6153713 /   Easting 429926
Commodities Barite, Silver, Lead, Zinc  Deposit Types E17 : Sediment-hosted barite
Tectonic Belt Intermontane  Terrane Cassiar

Capsule Geology

This barite occurrence is situated 800 metres upstream from the mouth of Barite Creek, immediately south of the Manson River and 4.5 kilometres northeast of the lower Gaffney Creek bridge. The occurrence was discovered and staked in 1966.

The Omineca Queen occurrence is found in both sides of the creek and consists of 3 to 7-metre thick sequences of layered barite found with graphitic slates and argillites of the Upper(?) Devonian to Lower Permian Big Creek Group, formerly the Cooper Ridge Group. Layering within the barite is produced by impurities such as quartz and organic matter. The barite is faulted and folded and strikes northwest with a vertical attitude. Although these barite bands appear to replace quartz-rich layers, they also indicate that the deposit may have formed as a sedimentary exhalative. Minor amounts of galena, sphalerite and tetrahedrite are known to exist.

A sample cut across 5 metres plus 3 metres of exposed barite 120 metres east of a gully yielded 63.15 per cent BaO (Geology, Exploration and Mining in British Columbia, page 374).

Bibliography EM FIELDWORK, pp. 127-147
EMPR ASS RPT *2636
EMPR BULL *91, pp. 23,58
EMPR FIELDWORK *1987, pp. 169-180
 
46

 
EMPR GEM 1970-490, *1974-373
EMPR OF 1988-12; 2000-22
GSC MAP 876A; 971A; 1424A; 5249G
GSC MEM 252
GSC P 41-5; 42-2; 45-9; 75-33