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)
|
Approximate
date of commencement of proposed sale to the public:
|
As soon as practicable after
the effective date of this Registration
Statement
.
|
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.
|
Offering
Price
|
Underwriting
Discounts and Commissions
|
Proceeds
to Selling Shareholders
|
|
Per
Share
|
$0.25
|
None
|
$025
|
Total
|
$892,500
|
None
|
$892,500
|
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.
|
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 |
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%
|
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.
|
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
|
Name
|
Age
|
Position(s)
and Office(s) Held
|
Harry
Bygdnes
|
68
|
President,
Chief Executive Officer, Chief Financial Officer, and
Director
|
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.
|
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
|
$1,000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
Name |
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
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
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
Harry
Bygdnes
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
DIRECTOR
COMPENSATION
|
|||||||
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
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
|
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
|
·
|
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.
|
BDO Dunwoody
LLP
Chartered
Accountants
|
#604 – 750 West
Pender Street
Vancouver,
BC, Canada V6C 2T7
Telephone: (604)
689-0188
Fax: (604)
689-9773
|
Chartered
Accountants
|
|
Vancouver,
Canada
|
|
September
29, 2008
|
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 |
June
4,
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 |
June
4,
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 |
Common
Shares
|
Additional
Paid
In
|
Deficit
Accumulated
|
|||||||||||||
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 |
Note
1
|
Nature of
Operations
|
|
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.
|
|
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:
|
|
Cash
consists of all highly liquid investments that are readily convertible to
cash within 90 days when purchased.
|
|
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.
|
Note
4
|
Related Party
Transactions
|
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.
|
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
|
||
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
|
$ | - |
June
4,
2008
(Date
|
||
Future
income tax assets
|
||
Non-capital losses carried
forward
|
$ | 3,100 |
Less:
valuation allowance
|
(3,100) | |
Future
income tax assets
|
$ | - |
Note
7
|
Commitment
|
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.
|
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 |
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.
|
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.
|
IBEX
RESOURCES CORP.
|
|
By: /s/
Harry Bygdnes
|
|
Harry
Bygdnes
|
|
President, Chief Executive Officer,
Chief
Financial Officer,
Principal
Accounting Officer and
sole
Director
|
By: /s/
Harry Bygdnes
|
|
Harry
Bygdnes
|
|
President, Chief Executive Officer,
Chief
Financial Officer,
Principal
Accounting Officer and
sole
Director
|
|
October 3, 2008 |
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
|
/s/ Harry Bygdnes | |
Harry
Bygdnes
|
Signature
of Officer:
|
/s/Harry
Bygdnes
|
Name
of Officer:
|
Harry
Bygdnes
|
Position
of Officer:
|
President,
CEO and CFO
|
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
|
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.
|
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;
|
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.
|
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.
|
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.
|
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;
|
|
(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;
|
Before Completion Date
(net)
|
After Completion Date
(net)
|
Price
100%
|
Price
15%
|
IRC
0%
|
IRC
85%
|
Total
100%
|
Total
100%
|
a)
|
enter
thereon at their sole risk and
expense;
|
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
|
|
|
|
||||||
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
|
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
|
AMENDMENT
|
20
|
ARBITRATION
|
20
|
RIGHT
TO AUDIT
|
20
|
TIME
|
21
|
RULE
AGAINST PERPETUITIES
|
21
|
DOCUMENT
RETENTION ON TERMINATION
|
21
|
ENUREMENT
|