Nevada
|
1000
|
99-0379440
|
||
(State or other Jurisdiction
|
(Primary Standard Industrial
|
(I.R.S. Employer
|
||
of Incorporation or
Organization)
|
Classification Code Number)
|
Identification No.)
|
Large accelerated filer
|
o |
Accelerated filer
|
o |
Non-accelerated filer
|
o |
Smaller reporting company
|
x |
(Do not check if a smaller reporting company) |
Amount To Be
|
Offering Price
|
Aggregate
|
Registration Fee
|
|||||||||||||
Securities to be
Registered
|
Registered
|
Per Share
|
Offering Price
|
[1] | ||||||||||||
Common Stock:
|
1,000,000 | 0.04 | $ | 40,000 | $ | 5.46 |
Offering Price
|
Expenses
|
Proceeds to Us
|
||||||||||
Per Share – Gross Proceeds
|
$ | 0.04 | $ | 0.005 | $ | 0.035 | ||||||
Total – Gross Proceeds
|
$ | 40,000 | $ | 6,000 | $ | 34,000 |
Securities being offered
|
1,000,000 shares of common stock, par value $0.00001.
|
Offering price per share
|
$0.04
|
Offering period
|
Our shares are being offered for a period not to exceed 270 days.
|
Net proceeds to us
|
Approximately $34,000.
|
Use of proceeds
|
We will use the proceeds to pay for offering expenses, the implementation of our business plan, and for working capital.
|
Number of shares outstanding before the offering
|
5,000,000
|
Number of shares outstanding after the offering is completely sold
|
6,000,000
|
As of
July 31, 2012
(audited)
|
As of
July 31, 2011
(audited)
|
|||||||
Balance Sheet
|
||||||||
Total Assets
|
$ | 4,000 | 10,000 | |||||
Total Liabilities
|
$ | 18,000 | 15,000 | |||||
Stockholders’ Deficit
|
$ | - | - |
December 29, 2010
(Inception) to
July 31, 2012
(unaudited)
|
||||
Income Statement
|
||||
Revenue
|
$
|
0 |
|
|
Total Expenses
|
$
|
25,047
|
||
Net Loss
|
$
|
25,047
|
Shares of Common Stock Offered, $0.001 par value
|
1,000,000 shares
|
Shares of Common Stock Outstanding, $0.001 par value
|
5,000,000
|
Common stock outstanding After Offering
|
6,000,000 shares
(1)
|
Use of proceeds
|
We will receive the net proceeds from the sale of the shares which we expect to expend on developing an exploration stage mining concern.
|
Risk Factors | You should read the section titled “Risk Factors” beginning on page 9 as well as other cautionary statements throughout this prospectus before investing in any shares offered hereunder. |
·
|
Changes in the market price for mineral products, which have fluctuated widely in the past, will affect the future profitability of the Company’s operations and financial condition.
|
·
|
The Company has limited operating history and there can be no assurance of its continued ability to operate its projects profitably.
|
·
|
Mining is inherently dangerous and subject to conditions or elements beyond the Company’s control, which could have a material adverse effect on the Company’s business.
|
·
|
Actual exploration, development, construction and other costs and economic returns may differ significantly from those the Company has anticipated and there are no assurances that any future development activities will result in profitable mining operations.
|
·
|
Increased competition could adversely affect the Company’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration and development in the future.
|
·
|
The Company’s insurance coverage does not cover all of its potential losses, liabilities and damage related to its business and certain risks are uninsured or uninsurable.
|
·
|
The Company depends heavily on limited mineral properties, and there can be no guarantee that the Company will successfully acquire other commercially mineable properties.
|
·
|
The Company’s activities are subject to environmental laws and regulations that may increase the cost of doing business or restrict operations.
|
·
|
The Company requires numerous permits in order to conduct exploration, development or mining activities and delays in obtaining, or a failure to obtain, such permits or failure to comply with the terms of any such permits that have been obtained could have a material adverse impact on the Company.
|
·
|
Exploration, development and mining activities on land within Peru generally require both ownership of mining concessions and ownership of or a leasehold interest over surface lands (“surface rights”). The Company constantly seeks to expand its activities and may experience delays in obtaining surface rights or may not be able to acquire surface rights because of an unwillingness by the owner of such rights to transfer ownership at a reasonable cost or in a timely manner.
|
·
|
The Company may experience difficulty in attracting and retaining qualified management to meet the needs of its anticipated growth, and the failure to manage the Company’s growth effectively could have a material adverse effect on its business and financial condition.
|
·
|
Insofar as certain directors and officers of the Company hold similar positions with other mineral resource companies, conflicts may arise between the obligations of these directors and officers to the Company and to such other mineral resource companies.
|
·
|
Title to the Company’s mineral properties cannot be guaranteed and may be subject to prior unregistered agreements, transfers or claims or defects.
|
·
|
The Company’s business is subject to potential political, social and economic instability in the countries in which it operates.
|
·
|
Changes in taxation legislation or regulations in the countries in which the Company operates could have a material adverse effect on the Company’s business and financial condition.
|
·
|
Currency exchange rate fluctuations may affect the cost of the Company’s operations and exploration and development activities.
|
·
|
The Company has no dividend payment policy and does not intend to pay any dividends in the foreseeable future.
|
1.
|
Our plan of operation is limited to finding diamond-bearing kimberlite pipes. As such we have no plans for revenue generation. Accordingly, you should not expect any revenues from operations.
|
2.
|
Because the probability of an individual prospect ever having reserves is extremely remote any funds spent on exploration will probably be lost.
|
4.
|
We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.
|
*
|
our ability to locate a profitable mineral property
|
*
|
our ability to generate revenues
|
*
|
our ability to reduce exploration costs.
|
5.
|
Because our management does not have technical training or experience in exploring for, starting, and operating an exploration program, we will have to hire qualified personnel. If we can't locate qualified personnel, we may have to suspend or cease operations which will result in the loss of your investment.
|
7.
|
Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss of your investment.
|
8.
|
Weather interruptions in the province of Saskatchewan may affect and delay our proposed exploration operations and as a result, there may be delays in generating revenues.
|
9.
|
Because Mr. Aaron has other outside business activities, he will only be devoting 10% of his time, or four hours per week to our operations. As a result, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration
.
|
10.
|
If our sole officer and director should resign or die without having found replacements, our operations will be suspended or will cease. If that should occur, you could lose your entire investment.
|
12.
|
Because our sole officer and director who is also our sole promoter, will own 80% of our total outstanding common stock, he will retain control of us and will be able to decide who will be directors and you may not be able to elect any directors which could decrease the price and marketability of our shares.
|
13.
|
Because there is no public trading market for our common stock, you may not be able to resell your stock and as a result your investment is illiquid
.
|
14.
|
Because our sole employee occupies all corporate positions
,
our internal controls over financial reporting may not be considered effective in the future, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.
|
15.
|
Because we have only one officer and director, who lacks formal training in financial accounting and management and who is responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us.
|
16.
|
Because our sole officer and director does not have prior experience in financial accounting and the preparation of reports under the Securities Exchange Act of 1934, we may have to hire individuals which could result in additional expenses which could have a material adverse effect on our business, results of operations and financial condition.
|
1,000,000 | ||||
Gross proceeds
|
$ | 40,000 | ||
Offering expenses
|
$ | 10,000 | ||
Net proceeds
|
$ | 30,000 |
1,000,000
|
||||
Consulting Services
|
$
|
5,000
|
||
Preliminary review of assessment work
|
$
|
1,000
|
||
Mobilization/demobilization of crew
|
$
|
1,000
|
||
Pace and compass/GPS lines, estimated 7 line km, 25 m spacing
|
$
|
2,000
|
||
Detailed magnetometer survey, 7 line km
|
$
|
2,000
|
||
Base station and instrument rental
|
$
|
1,000
|
||
Consumables – flagging, pickets, etc.
|
$
|
100
|
||
Accommodation/meals, 3 men
|
$
|
400
|
||
Drafting and report
|
$
|
1,500
|
||
Contingencies
|
$
|
1,000
|
||
Telephone
|
$
|
200
|
||
Mail
|
$
|
50
|
||
Stationary
|
$
|
100
|
||
Accounting and Legal
|
$
|
500
|
||
SEC filing
|
$
|
250
|
||
Repayment of loan
|
$
|
6,000
|
||
Other expenses
|
$
|
2,900
|
||
Offering expenses
|
$
|
15,000
|
||
TOTAL
|
$
|
40,000
|
•
|
our lack of operating history;
|
|
•
|
the proceeds to be raised by the offering;
|
|
•
|
the amount of capital to be contributed by purchasers of this offering in proportion to the amount of stock to be retained by our existing stockholder; and,
|
|
•
|
our relative cash requirements.
|
Price per share
|
$ | 0.00001 | ||
Net tangible book value per share before offering
|
$ | (0.00 | ) | |
Potential gain to existing shareholder
|
$ | 40,000 | ||
Net tangible book value per share after offering
|
$ | 0.006 | ||
Increase to present stockholder in net tangible book value per share
after offering
|
$ | 0.02 | ||
Capital contributions
|
$ | 50 | ||
Number of shares outstanding before the offering
|
5,000,000 | |||
Number of shares after offering assuming the sale of the maximum
number of shares
|
6,000,000 | |||
Percentage of ownership after offering
|
80 | % |
Price per share
|
$ | 0.04 | ||
Dilution per share
|
$ | 0.02 | ||
Capital contributions
|
$ | 200,000 | ||
Number of shares after offering held by public investors
|
5,000,000 | |||
Percentage of capital contributions by existing shareholder
|
0.002 | % | ||
Percentage of capital contributions by new investors
|
99.998 | % | ||
Percentage of ownership after offering
|
20 | % |
•
|
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
|
|
•
|
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;
|
|
•
|
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;
|
|
•
|
contains a toll-free telephone number for inquiries on disciplinary actions;
|
|
•
|
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
|
|
•
|
contains such other information and is in such form (including language, type, size, and format) as the Securities and Exchange Commission shall require by rule or regulation.
|
•
|
with bid and offer quotations for the penny stock;
|
|
•
|
the compensation of the broker-dealer and its salesperson in the transaction;
|
|
•
|
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
|
|
•
|
monthly account statements showing the market value of each penny stock held in the customer’s account.
|
o
|
Further evaluate prospecting results to date;
|
o
|
Perform a rough survey of diamond bearing kimberlite bodies over a test area; and
|
o
|
Investigate other metallogenic areas, mainly through surface work, which may be combined with limited tunnel exploration and drilling.
|
Block
|
Claim Number
|
Registered
Owner
|
Area
(Hectares)
|
Recording
Date
|
Anniversary
Date
|
Township/Range
|
Shipman
|
S-143740
|
Duncan
Bain
|
256
hectares
|
August 8,
2011
|
August 7,
2013
|
All of Section 24, Township 52, Range 21
W of Second Meridian
|
Deposit
|
Category
|
Ore (mt)
|
Ore Grade (cpht)
|
Carats (m)
|
|||||||||
Star
|
Probable
|
165.890 | 12.3 | 20.386 | |||||||||
Orion South
|
Probable
|
113.090 | 12.4 | 13.994 | |||||||||
Total
|
Probable
|
278.980 | 12.3 | 34,380 |
Preliminary review of assessment work
|
$ | 1000.00 | ||
Mobilization/demobilization of crew
|
$ | 1000.00 | ||
Pace and compass/GPS lines, estimated 7 line km,
25 m spacing
|
$ | 2,000.00 | ||
Detailed magnetometer survey, 7 line km
|
$ | 2,000.00 | ||
Base station and instrument rental
|
$ | 1000.00 | ||
Consumables – flagging, pickets etc
|
$ | 100.00 | ||
Accommodation/meals, 3 men
|
$ | 400.00 | ||
Drafting and report
|
$ | 1,500.00 | ||
Contingencies
|
$ | 1000.00 | ||
TOTAL COST, PHASE 1 PROGRAM
|
$ | 10,000.00 |
Review of previous work
|
$ | 1,500.00 | ||
Mobilization/demobilization of crew
|
$ | 2,000.00 | ||
Pace and compass/GPS lines, estimated 7 line km,
25 m spacing
|
$ | 3,000.00 | ||
Detailed gravity survey, 7 line km
|
$ | 4,000.00 | ||
Base station and instrument rental
|
$ | 2,000.00 | ||
Consumables – flagging, pickets etc
|
$ | 1,000.00 | ||
Accommodation/meals, 3 men
|
$ | 1,000.00 | ||
Drafting and report
|
$ | 3,000.00 | ||
Contingencies
|
$ | 2,500.00 | ||
TOTAL COST, PHASE 2 PROGRAM
|
$ | 20,000.00 |
Review of previous work
|
$ | 2,000.00 | ||
Mobilization/demobilization of crew
|
$ | 10,000.00 | ||
Diamond drilling, all inclusive $200 per meter, 1000 m total
|
$ | 200,000.00 | ||
Drafting and report
|
$ | 10,000.00 | ||
Contingencies
|
$ | 28,000.00 | ||
TOTAL COST, PHASE 3 PROGRAM
|
$ | 250,000.00 |
a.
|
The
Diavik Diamond Mine
is a
diamond
mine
in the
North Slave Region
of the
Northwest Territories
,
Canada
, about 300 kilometers (190 mi) north of
Yellowknife
.
[1]
It employs 700 persons, reports gross income of
C$
100 million in sales, and produces 8 million
carats
(1,600 kg (3,500 lb)) of diamonds annually.
|
b.
|
The
EKATI Diamond Mine
("EKATI") is
Canada
's first surface and underground
diamond mine
. Between 1998 and 2009, the mine has produced 45 million
carats
(8,000 kg / 17,636 lb) of diamonds out of six
open pits
.
[1]
As the
high grade
ore close to surface was depleted, development was completed to access the ore utilizing
underground methods
. Currently, there is one underground operation (Koala) with open-cut mining occurring in Fox Pit.
[1]
|
c.
|
The
Gahcho Kué Diamond Project
is located on the Canadian
tundra
in the
Northwest Territories
. The Gahcho Kué Diamond Project is a 49% / 51% joint-venture between
Mountain Province Diamonds Inc.
and De Beers Canada Inc.
[2]
[3]
It is situated at
Kennady Lake
approximately 280 km (170 mi) east northeast of
Yellowknife.
|
d.
|
The
Jericho Diamond Mine
is a dormant
diamond
mine
located in
Canada
's
Nunavut
territory.
|
NAME
|
AGE
|
TITLE
|
DATE OF APPOINTMENT
|
PERCENT OF TIME DEVOTED
|
|||||
Aaron, Danny
|
49
|
Chief Executive Officer
|
January 7, 2011
|
10%
|
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||||||||||||||||||
Name and
principal position
(a)
|
Year
(b)
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Stock Awards
($)
(e)
|
Option Awards
($)
(f)
|
Non-Equity Incentive Plan Compensation
($)
(g)
|
Nonqualified Deferred Compensation Earnings ($)
(h)
|
All Other Compensatn ($)
(i)
|
Total
($)
(j)
|
|||||||||||||||||||||||||
Danny Aaron
|
2011
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|||||||||||||||||||||||
CEO
|
2012
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
(1)
|
Unless stated otherwise, the business address for each person named is c/o 23 Dassan Island Drive, Plettenberg Bay, 6600, South Africa.
|
(2)
|
Calculated pursuant to Rule 13d-3(d) (1) of the Securities Exchange Act of 1934
|
(3)
|
We believe that each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them (subject to community property laws where applicable) and except where otherwise noted.
|
● |
in any bankruptcy petition
|
● |
in any conviction of a criminal proceeding or involved in a pending criminal proceeding (excluding traffic violations and minor offenses)
|
● |
is subject to any order, judgment or decree enjoining, barring suspending or otherwise limiting their involvement in any type of business, securities, or banking activities,
|
● |
or has been found to have violated a federal or state securities or commodities law.
|
·
|
Each stockholder, or group of affiliated stockholders, who we know beneficially to own more than 5% of the outstanding shares of our common stock;
|
·
|
Each of our current directors;
|
·
|
Each of our executive officers; and Each of our current directors and current executive officers as a group.
|
Name and Address of Beneficial Owner(1)
|
Number of shares Beneficially owned
|
Percentage
|
||||||
Executive Officers and Directors
|
||||||||
Danny Aaron
|
5,000,000 | 100 | % | |||||
Officers and Directors as a Group (1 person)
|
5,000,000 | 100 | % |
(1)
|
The address for the beneficial owner is 23 Dassan Island Drive, Plettenberg Bay, 6600, South Africa.
|
•
|
have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
|
•
|
are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
|
•
|
do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
|
•
|
are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.
|
Index
|
||||
Report of Independent Registered Public Accounting Firm
|
F-1 | |||
Balance Sheets
|
F-2 | |||
Statements of Operations
|
F-3 | |||
Statements of Cash Flows
|
F-4 | |||
Statement of Changes in Stockholders’ Deficit
|
F-5 | |||
Notes to the Financial Statements
|
F-6 |
Fiscal Year Ended
July 31, 2012
|
Fiscal Year Ended
July 31, 2011
|
Inception December 29, 2010 to July 31, 2012
|
||||||||||
Operating Expenses
|
||||||||||||
Consulting services
|
$ | 3,000 | $ | 1,750 | $ | 4,750 | ||||||
General and administrative
|
- | 20 | 20 | |||||||||
Rent
|
3,000 | 1,750 | 4,750 | |||||||||
Legal and accounting
|
3,000 | 4,980 | 7,980 | |||||||||
Impairment of Mineral Claims
|
6,000 | - | 6,000 | |||||||||
Interest Expense
|
1,200 | 347 | 1,547 | |||||||||
Total Expenses
|
16,200 | 8,847 | 25,047 | |||||||||
Net Loss
|
$ | (16,200 | ) | $ | (8,847 | ) | $ | (25,047 | ) | |||
Net Loss Per Common Share – Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted Average Number of Common Shares Outstanding
|
5,000,000 | 5,000,000 |
Fiscal Year Ended
July 31, 2012
|
Fiscal Year Ended
July 31, 2011
|
Inception December
29, 2010 to
July 31, 2012
|
||||||||||
Operating Activities
|
||||||||||||
Net loss
|
$ | (16,200 | ) | $ | (8,847 | ) | $ | (25,047 | ) | |||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||||||
Impairment of mineral claims
|
6,000 | - | 6,000 | |||||||||
Imputed interest expense
|
1,200 | 347 | 1,547 | |||||||||
Donated consulting services and rent expenses
|
6,000 | 3,500 | 9,500 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts payable and accrued liabilities
|
3,000 | - | 3,000 | |||||||||
Net Cash Used by Operating Activities
|
- | (5,000 | ) | (5,000 | ) | |||||||
Investing Activities
|
||||||||||||
Deposit of mining claims
|
- | (6,000 | ) | (6,000 | ) | |||||||
Financing Activities
|
||||||||||||
Borrowings on debt-related party
|
- | 15,000 | 15,000 | |||||||||
Increase (Decrease) in Cash
|
- | 4,000 | 4,000 | |||||||||
Cash - Beginning of Period
|
4,000 | - | - | |||||||||
Cash - End of Period
|
$ | 4,000 | $ | 4,000 | $ | 4,000 | ||||||
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for :
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income taxes
|
$ | - | $ | - | $ | - |
Common Stock
|
Additional Paid-in
|
Deficit Accumulated
During the Exploration
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance at December 22, 2010
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Issuance of common stock to founders
|
5,000,000 | 50 | (50 | ) | - | - | ||||||||||||||
Donated consulting services and rent
|
- | - | 3,500 | - | 3,500 | |||||||||||||||
Imputed interest
|
- | - | 347 | - | 347 | |||||||||||||||
Net loss
|
- | - | - | (8,847 | ) | (8,847 | ) | |||||||||||||
Balances at July 31, 2011
|
5,000,000 | 50 | 3,797 | (8,847 | ) | (5,000 | ) | |||||||||||||
Donated consulting services and rent
|
- | - | 6,000 | - | 6,000 | |||||||||||||||
Imputed interest
|
- | - | 1,200 | - | 1,200 | |||||||||||||||
Net loss
|
- | - | - | (16,200 | ) | (16,200 | ) | |||||||||||||
Balances at July 31, 2012
|
5,000,000 | $ | 50 | $ | 10,997 | $ | (25,047 | ) | $ | (14,000 | ) |
2012
|
2011
|
|||||||
Deferred tax assets
|
$ | 8,516 | $ | 3,008 | ||||
Valuation allowance for deferred tax assets
|
(8,516 | ) | (3,008 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
•
|
Level 1
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
•
|
Level 2
|
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3
|
Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset
or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.)
|
Registration Fees*
|
$
|
179
|
||
Federal Taxes
|
-
|
|||
State Taxes
|
-
|
|||
Legal Fees and Expenses
|
30,000
|
|||
Transfer Agent and Printing
|
10,000
|
|||
Blue Sky Fees
|
5,000
|
|||
Accounting Fees and Expenses
|
5,000
|
|||
Miscellaneous (1)
|
7,500
|
|||
Total
|
$
|
57,679
|
Exhibit
Number
|
Description
|
|
3.1 |
Articles of Incorporation
|
|
3.2 |
By-Laws
|
|
5.1 |
Consent of Charles W. Barkley, Attorney at Law
|
|
10.1 |
Mineral Claim
|
|
10.2
|
Transfer of Mineral Dispositions | |
23.1 |
Consent of M&K CPAS, PLLC
|
|
23.2 |
Consent of Duncan Bain Ltd, Consulting Geologist
|
Oro Capital Corporation, Inc. | |||
By:
|
/s/ Danny Aaron
|
||
Danny Aaron
|
|||
President & CEO, Director
|
By:
|
/s/ Danny Aaron
|
||
Danny Aaron
|
|||
President, CFO and CEO, Director
|
1.
|
Keep the minutes of the shareholder's and of the Board of Directors meetings in one or more books provided for that purpose;
|
|
2.
|
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
|
|
|
||
3.
|
Be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents as may be required;
|
|
4.
|
Keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder;
|
|
|
||
5.
|
Sign with the president, or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;
|
|
|
||
6.
|
Have general charge of the stock transfer books of the corporation; and,
|
|
|
||
7.
|
In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.
|
6201 Fairview Road, Suite 200
|
(704) 944-4290
|
|
Charlotte, NC 28210
|
(704) 944-4280 (Fax)
|
|
cwbarkley@gmail.com
|
gopublic2@aol.com
|
|
skype: cbarkley2
|
Very truly yours, | |
Charles W. Barkley | |
Charles W. Barkley |
SIGNED, SEALED AND DELIVERED by | ) | ||
DUNCAN J. BAIN in the presence of: | ) | ||
) | |||
Signature of Witness |
)
)
)
|
||
DUNCAN J. BAIN | |||
) | |||
Address of Witness | ) | ||
) | |||
Occupation of Witness | ) | ||
) | |||
THE CORPORATE SEAL of | ) | ||
ORO CAPITAL COPRATION | ) | ||
was hereunto affixed in the presence of: | ) | C/S | |
) | |||
Per: | ) | ||
Authorized Signatory | ) |
Block
|
Claim Number
|
Registered
Owner
|
Area (Hectares)
|
Recording Date
|
Anniversary Date
|
Township/Range
|
Shipman
|
S-143740
|
Duncan Bain
|
256 hectares
|
August 8, 2011
|
August 7, 2013
|
All of Section 24, Township 52, Range 21 W of Second Meridian
|
/s/ M&K CPAS, PLLC | |
www.mkacpas.com
Houston, Texas
|
|
November 21, 2012 |
PROPERTY:
|
SHIPMAN CLAIMS
Located 2 kilometers N of the village of Shipman, 50 kilometers NE of Prince Albert, central Saskatchewan, Canada
Latitude 53
o
30' 00” North, Longitude 104
o
58' 00” West
NTS:
73H/07, 10
Southern Mining Division
|
WRITTEN FOR:
|
Oro Capital Corporation
23 Dassan Island Drive, Plettenberg Bay, 6600 South Africa
|
WRITTEN BY:
|
DR. DUNCAN BAIN, P.Geo.
49 Midale Crescent
London, Ontario
Canada N5X 3C2
|
DATE:
|
September 1, 2011
|
Block
|
Claim Number
|
Registered
Owner
|
Area (Hectares)
|
Recording Date
|
Anniversary Date
|
Township/Range
|
Shipman
|
S-143740
|
Duncan Bain
|
256 hectares
|
August 8, 2011
|
August 7, 2013
|
All of Section 24, Township 52, Range 21 W of Second Meridian
|
Deposit
|
Category
|
Ore (mt)
|
Ore Grade (cpht)
|
Carats (m)
|
Star
|
Probable
|
165.890
|
12.3
|
20.386
|
Orion South
|
Probable
|
113.090
|
12.4
|
13.994
|
Total
|
Probable
|
278.980
|
12.3
|
34,380
|
Preliminary review of assessment work
|
$ | 1000.00 | ||
Mobilization/demobilization of crew
|
$ | 1000.00 | ||
Pace and compass/GPS lines, estimated 7 line km,
25 m spacing
|
$ | 2,000.00 | ||
Detailed magnetometer survey, 7 line km
|
$ | 2,000.00 | ||
Base station and instrument rental
|
$ | 1000.00 | ||
Consumables – flagging, pickets etc
|
$ | 100.00 | ||
Accommodation/meals, 3 men
|
$ | 400.00 | ||
Drafting and report
|
$ | 1,500.00 | ||
Contingencies
|
$ | 1000.00 | ||
TOTAL COST, PHASE 1 PROGRAM
|
$ | 10,000.00 |
Review of previous work
|
$ | 1,500.00 | ||
Mobilization/demobilization of crew
|
$ | 2,000.00 | ||
Pace and compass/GPS lines, estimated 7 line km,
25 m spacing
|
$ | 3,000.00 | ||
Detailed gravity survey, 7 line km
|
$ | 4,000.00 | ||
Base station and instrument rental
|
$ | 2,000.00 | ||
Consumables – flagging, pickets etc
|
$ | 1,000.00 | ||
Accommodation/meals, 3 men
|
$ | 1,000.00 | ||
Drafting and report
|
$ | 3,000.00 | ||
Contingencies
|
$ | 2,500.00 | ||
TOTAL COST, PHASE 2 PROGRAM
|
$ | 20,000.00 |
Review of previous work
|
$ | 2,000.00 | ||
Mobilization/demobilization of crew
|
$ | 10,000.00 | ||
Diamond drilling, all inclusive $200 per meter, 1000 m total
|
$ | 200,000.00 | ||
Drafting and report
|
$ | 10,000.00 | ||
Contingencies
|
$ | 28,000.00 | ||
TOTAL COST, PHASE 3 PROGRAM
|
$ | 250,000.00 |
1.
|
THAT I am president of Duncan Bain Consulting Ltd. and have worked in the mining industry on a full time basis since 1975;
|
2.
|
THAT this report is based on an geological reports, maps and other publications in the public domain;
|
3.
|
THAT I have prepared geological reports and supervised Phase 1 and Phase 2 exploration programs on similar properties in the area; and
|
4.
|
THAT I consent to the filing of this report with any stock exchange and other regulatory authority, and any publications by them including electronic publications in the company’s files or their websites accessible by the public of this report.
|
Dr. Duncan James Bain, P.Geo. |