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,
 
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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
 
 
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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"