Ss*',Vv~ ; '. . ' fb*-i--i , Js^'^ fcSg^y-""' ^•-•-.••'. M: i'-'; -' n.:-""/""''-' 3#^--::-.- NOV 3 1965 RESIDENT GEOLOGIST NORTH EXPO MINES LIMITEDUT STE. MA*,E 1. NORTH EXPO MINES LIMITED (hereinafter for convenience called the "Company") has its head office at Suite 305, 100 Adelaide Street West, Toronto, Ontario. 2. The Company was incorporated by letters patent dated the 2nd day of September, 1965, under Part IV of the Corporations Act (Ontario). 3. The following sets out the names in full, present occupations and home addresses in full of the officers, directors and the promoter of the Company, namely: (a) Officers and Directors: President and a Director................... . .............. ..............^. _. ......WILLIAM ALFKED BISHOP, Insurance Agent, 660 Eglinton Ave. West, Apt. 108, Toronto, Ontario. Vice-President and a Director.. ....................................................... ELMER FRANKLIN FURNISS, Corporate Secretary, 39 Marydon Crescent, Agincourt, Ontario. Secretary-Treasurer and a Director............ ........ ........ .................. CRAWFORD MCARTHUR COOK, Building Superintended, 309 Castlefield Avenue, Toronto, Ontario. Director................................... .............................................................. PETER ELVJN PRICE, Store Accountant, 19 Coronado Court, Weston, Ontario. Director................... . ...............................................................................WALLACE HOWARD GREENSPOON, Accountant, 6000 Bathurst Street, Apt. 505, Willowdale, Ontario. (b) Albert Allison, Apt. 1003, 2500 Bathurst Street, Toronto, Ontario, may be considered as the Promoter of the Company. 4. The auditors of the Company are Fisher, Nisker fr Company, Chartered Accountants, 62 Richmond Street Wes!, Toronto, Ontario. 5. Guaranty Trust Company of Canada at 366 Bay Street, Toronto, Ontario, is the Stock Registrar and Transfer Agent of the Company. 6. The authorized capital of the Company is ?3.000,000.00 divided into 3,000,000 shares with a par value of 51.00 each. At the date of this prosp'ctus, 750,005 shares have been allotted and will be issued and outstanding as fully paid and non-assessabie. 7. No bonds or debentures are outstanding and none are proposed for issue. 8. Certificates representing 675,000 shares of the capital stock of the Company are held by Guaranty Trust Company of Canada in escrow, subject to release upon the written consents of the Ontario Securities Commission and the Board of Directors and any other securities regulatory body which may from time to time exercise jurisdiction; and provided further that said sh^qq^^ha^-^sogbje 5p4JK?M(i(V^?Wr f0 R 1Cr^ cn r ^ l THE OFFICE OF THE RESIDENT 6 ^ V G EOLOGIST, ONT. DEPT. OF MINES CAIIIT e-T-ir uiADie? r\MT-
1. NORTH EXPO MINES LIMITED (hereinafter for convenience called the "Company") has its head office at Suite 305, 100 Adelaide Street West, Toronto, Ontario.
2. The Company was incorporated by letters patent dated the 2nd day of September, 1965, under Part IV of the Corporations Act (Ontario).
3. The following sets out the names in full, present occupations and home addresses in full of the officers, directors and the promoter of the Company, namely:
(a) Officers and Directors:President and a Director................... . .............. ..............^._. ......WILLIAM ALFKED BISHOP,
Vice-President and a Director.. ....................................................... ELMER FRANKLIN FURNISS,Corporate Secretary, 39 Marydon Crescent, Agincourt, Ontario.
Secretary-Treasurer and a Director............ ........ ........ .................. CRAWFORD MCARTHUR COOK,Building Superintended, 309 Castlefield Avenue, Toronto, Ontario.
Director................... . ...............................................................................WALLACE HOWARD GREENSPOON,Accountant,6000 Bathurst Street, Apt. 505,Willowdale, Ontario.
(b) Albert Allison, Apt. 1003, 2500 Bathurst Street, Toronto, Ontario, may be considered as the Promoter of the Company.
4. The auditors of the Company are Fisher, Nisker fr Company, Chartered Accountants, 62 Richmond Street Wes!, Toronto, Ontario.
5. Guaranty Trust Company of Canada at 366 Bay Street, Toronto, Ontario, is the Stock Registrar and Transfer Agent of the Company.
6. The authorized capital of the Company is ?3.000,000.00 divided into 3,000,000 shares with a par value of 51.00 each. At the date of this prosp'ctus, 750,005 shares have been allotted and will be issued and outstanding as fully paid and non-assessabie.
7. No bonds or debentures are outstanding and none are proposed for issue.
8. Certificates representing 675,000 shares of the capital stock of the Company are held by Guaranty Trust Company of Canada in escrow, subject to release upon the written consents of the Ontario Securities Commission and the Board of Directors and any other securities regulatory body which may from time to time exercise jurisdiction; and provided further that said sh^qq^^ha^-^sogbje 5p4JK?M(i(V^?Wrf0R 1Cr^cn
r ^ l THE OFFICE OF THE RESIDENT
6 ^ V GEOLOGIST, ONT. DEPT. OF MINES
CAIIIT e-T-ir uiADie? r\MT-
consent of the Ontario Securities Commission and any other securities regulatory body which may irom time to lime exercise jurisdiction prior to transfer, hypothecation, assignment or other alienation.
9. (i) Shares, of tlie capital stock of the Company sold for rash lo date are as follows:
5 shares at Jl. 00 per share ................. ...... . ..... ...... .....,...... ..... . ...... ..... 55.00
(ii) No commission has been paid or is payable on tlir sale of said shares.
10. No securities, other than sbircs, have been sold for cosh by the Company to the date hereof.
11. No rhares have boon issued or are to be issued nml no caUi has been paid or is to bc paid by the Company to any person or company for promotional services as Mic.h.
12. (i) The Cjmpany is the beneficial owner of 10 unpaicnled mining claims situate in Parkinson Township, District of Algoma, Province of Ontario, recorder! as SSM 76f)85-94 inclusive, comprising approximately of 400 acres {hereinafter called (lie "Algoma Claims").
12. (ii) The Company acquired the Algoma Claim;, under :m agreement made the 7fh day of September, 1965 with Albert Allivm, Apt. 1003, 2500 Bathurst Street, Toronto, Ontario and Murray Kadis, 106 Ir.vermay Avenue. Toronto, Ontario as Vendors in i.onv.k-ra'inn of 750,000 fully paid and non-u?sessablc shares of lne capital stock of t ho Company. Of the said 750,000 shares. 75,000 art free sharrs and 6/5,000 r.hares have !uen es:ro*ved (see paragraph S hereto t'"' the terms of esc row ) .
Albert AHisnn and Mrrray Kadis are rntitled to the ronsidei.it ion of 750,030 shares i" the ratio of 75/25.
12. (iii) To the ' lowlrdgr of (he signaloties hereof, no othfr person or Company has received or is ?o receive ;i greater than S'/e interest in the Vendor's shares.
I.). The t; cans of access to th': Algoma Claims .. charactei, extent and condition ol 'tuy surface or iindergioimd c'.ploralion and development and the known history of the Algoma Claims are set forth in the report of Gerald L. Kirwan, H.Sc., K.R.G.S., dated September 7th, 1965, a copy of which accompanies and by leftrtnce thereto is made part of this prospectus. There i.-, no underground or surface plant and etjuipmeni on the Ali,oma Claims and no work has Iven done or inipiovements made thereon by the present management.
M. Hy an agreement dated September 7th. 1965 maile between the Company and Rosimr Corporation I imited, 100 Vielnido Street West, Toronto. Ontario, n b toker-dealer, .hereinafter called ''Rosrnar") Kostnar has agreed lo provide the Coitipany with preliminary financing Subject to the conditions set out in the agreenu Tt Rosmar has acreed to subsrril* lor a'.d purchase from the Company 700,0010 treasury shai's at 10 ri its per share and 200.090 treasury i-lnres at 12';, rents per share payable on the effective dale ol tin- a;;: 'cement. As dit.sidrration for such vommitmrnt, the Company has given Ri#,m.'tr the sole and exclusive light and option to purchase all '*r any part of an additional 600.000 treasury shares, being 20"*,000 shares .it 15 cents JHT share within ) months of the iffectivc date, 200000 share;; at 20 cents per share within O mont IK Of thr effective date, 200.000 rhnie- at 25 cents per share within " months of the effective d;ue The agreement provide.-, tint if default si. all occur on the part of Rosmar in meeting auy of the said options, or if Rosin. ir shall requo-i and the Company shall p.rr.nt an extension with respect to any of su"h e^ilon*. th,-n if ihe shares of the (Company ire in primary distribution, on the happening of either of raich .-vents the Company shall jneparf and file au rnen-linent to this pro5.jx.-ct us to di--close su ( h happening wi;l in 20 days thereof. In no event, however. :-lrdl any part of t ho options extend past September 7th, 1967 and -.11 options then nnexcrr.sed will automatically li rrninate.
The '.'.indiiions of th/- .n;rt 'ineiil are the ;.:i eptaive '^r f.hnr ;if this prospectus imdt r tin- Securities Act ' Ontario ̂ , which date is 'he effective date of
Rosavr ha c inf'irined tin Ciimpanv that it is ac t i. H' as a i liiicipnl a'ld that tliere are ao sub-options or sub-unde- . iting agreeineni.^ outstanding or pro|xised. 'T'he C-'inpafi;' i- mfotmed bv Roj-rnpr that the only f)or .; oi' owning ;i, greater t', .111 S per rent inieie-t in t'te ^.uei! shares ol Rosmar is Albeit Alli-'-:in, Apt, 10)3, ^505 Ha hurst St, Tororto, Oni trio
15 The Company's activi'ies ire primarily of an explnraiinn.il nai.-.re. It is planned that money paid into tht Cnrnp m v's treasury through the ?ale o) r-hares as rein re- 1 to in paragraph 14 hereof will be used in defraying e vpenses of incorporation and organization of tiii- ( omiiany, it; ordinary opei ruing expenses and in carrying out the recommendation of Gerald L. Kirvan '! Si , T R. G S. as set out ir. hi; accompanying
M#r**-*,V;:", --''
report. To the extent same may be available, such monies will also be used to enable the Company to continue a program of acquiring, staking, exploring and developing other properties and generally carrying out of an explorational program as opportunities and finances may permit, in which latter event, an amendment to this prospectus must be filed and accepted by the Ontario; Securities Commission.
No part of the proceeds will be used to invest, underwrite or trade in securities other than those that qualify as investments in which trust funds may be invested under the laws of the jurisdiction of Canada in which the securities offered by this prospectus may be lawfully sold. Should the Company propose to use the proceeds to acquire non trustee type securities after primary distribution of the securities offered by this prospectus has ceased, approval by the shareholders will be obtained and disclosure will be made to the regulatory bodies having jurisdiction over the sale of the securities offered by this prospectus.
16. The following sets out the amount or estimated amount of preliminary expenses, stated separately as to administration and development and including the amount already expended and the estimated future expenditures in each case.
(a) Estimated preliminary administrative expenses 53,500.00 (including incorporation, en'',.-, of this prospectus and related items), not paid to date, but payable out of the proceeds of the underwriting above mentioned;
(b) Estimated future administrative expenses 53,000.00 per year;
(c) Estimated preliminary development expenses $4 I200.00;
(d) Future development expenditures would be dependent on the results of the geophysical work to be undertaken on the Algoma Claims in accordance with the recommendation of G. L. Kirwan and accord ingly, cannot be estimated.
17. No indebtedness is to be created or assumed which is not shown in the financial statement of the Company's affairs as at September 7th, 1965 accompanying this prospectus save any liabilities accruing ir. the ordinary course of the Company's business.
18. (i) The principal business of each director and officer for the past three years is as follows:
WILLIAM ALFRED BISHOP, Insurance Agent, self-employed in the City of Toronto, He is also a director and/or officer of Goldstar Explorations Limited, Jodee Explorations Limited, Gomar Mines Limited, North Devon Mines Ltd., North Frontier Explorations Ltd., and North Summit Explorations Ltd.
EI.MER FRANKLIN FURNISS. He has been a corporate secretary, self-employed in the Municipality of Metropolitan Toronto. He is also a director and/or officer of Maybrun Mines Ltd., Donalda Mines Limited and D'Eldona Gold Mines Limited, North Devon Mines Limited, Goldstar Explorations Ltd., Greai Basin Metal Mines Ltd., Kirkland Basin Gold Mines Ltd., Marathon Mines Ltd., and North Frontier Explorations Ltd.CRAWFORD MCARTHUR COOK. He has pursued his vocation as a Building Superintendent for more than the past three years. He is also a director and/or officer of several corporations including Consolidated Canorama Explorations Limited, Black Bay Uranium Limited, Norgold Mines Limited, Accra Explora tions Limited, Chiblow Mines Limited, Goldstar Explorations Limited, Jayco Mines Limited, Jodee Explorations Limited, North Devon Mines Limited, North Frontier Explorations Limited, North Summit Explorations Limited and Parr Mines Limited.
PETER ELVIN PRICE. He has been engaged as a Store Accountant with the Department of Welfare and Housing of Metropolitan Toronto for more than the past three years. He is also a director and/or o..icer of Parr Mines Limited and North Devon Mines Limited.
WALLACE HOWARD GREENSPOON. Presently employed since July l, 1965 as an Accountant for Robert Brown Corporate Services Limited. Previously, student for four years at State University of New York at Buffalo.
18. (ii) No director or officer of the Company, either personally or as a partner in the firm has ever had any interest, direct or indirect, in any property acquired or to be acquired by the Company.
18. (iii) No director or officer has been paid or is proposed to be paid a salary as such. Each director will receive a fee of 525.00 for each meeting of the board of directors he attends. The Company has agreed to pay a fee of J200.00 per month for routine secretarial, administrative and head office expenses to Robert Brown Corporate Services Limited, 100 Adelaide Street West, Toronto, Ontario.
19. The Company has not yet paid any dividends.
— 3 — r?'x "J C J
^ *i?jW5i.*V-.
20. ? ;'Albert Allison, Apt. 1003, 2500 Bathurst Street. Toronto, by reason of his ownership of shares of the Company is in a position to elect or cause to bc elected a majority of the directors of the Company. There is, however, no agreement in writing or otherwise respecting the election of directors of the Company.
21. The 73,000 free vendor shares owned by Albert Allison and Murray Kadis may lw offered and sold by them but the proceeds from the sale of such shares will not benefit the treasury of the Company. Save therefor, there is no arrangement known to the signatories for the sale of any of the vendor shares.. If any arrangement comes to the attention of the undersigned and the shares of the Company are then in primary distribution an amendment to this prospectus will \ te filed.
There ore no other material facts.
DATED the 8lh day of October, 1965.
The foregoing constitutes ful', true and plain disclosure of all material facts in respect of the offering of securities referred to above as required by Section 38 o!' The Securities Act (Ontario) and there is no further information applicable other than in the financial statements or reports where required.
:O,
DIRECTORS:
Wu MAM ALFRED Ilisiior
MCARTHUR COOK
Fr.ANKLIN FURNISS
PKTK.K EI.VIN
WAU.ACK HOWARP CRESS-SPOON
PROMOTER:
ALHERT ALLISON
To the best of our knowledge, information ;;nd belief the foregoing constitutes full, mie and plain disclosure of al' material facts in respect of the offering of securities referred to above as required under Section j 8 of The Securities Art (Ontario) and there is no further material information applicable other than in the financial statements or reports where required or exigible. Jn re;pect of matters which are not within our knowledge we have relied upon the accutacy and adequacy of the foregoing.
UNDERWRITER-OPTIONEE:ROSMAR CORPORATION LIMITED
per: A. ALLISON
4 —
NORTH EXPO MINES(Incorporated under ike laws of the Province of Ontario)
BALANCE SHEET AS AT SEPTEMBER 7, 1965
ASSETSCash ________________________________________;^^......^10 unpatented mining claims in Parkinson Township, Ontario, at valuation attributed to 750,000
shares of capital stock to be issued for the claims _____________^~———^. Organization expenses estimated __________________________________
NOTE: By an agreement dated September 7, 1965 an underwriter has agreed to purchase 400,000 shares of the company's capital stock (200,000 shares at 10* per share and 200,000 shares at 12}4* per share) payable on the date a prospectus of the company is accepted for filing by the Ontario Securities Commission (the "effective date").In consideration for the firm purchase, the company granted to the underwriter an option to purchase all or any part of an additional 600,000 shares excrcisable as follows:
200,000 shares at 15* per share within 3 months of the "effective date"200,000 shares at 20* per share within 6 months of the "effective date"200,000 shares at 25* per share within 9 months of the "effective date"
Approved on behalf of the Board of Directors:
"W. A. BISHOP", Director. "C. M. COOK", Director.
AUDITORS' REPORTTo the Directors ofNORTH EXPO MINES LIMITED.
We have examined the balance sheet of North Erpo Mines Limited as at September 7, 1965 and in connection therewith reviewed such supporting evidence as we considered necessary in the circumstances.
In our opinion the accompanying balance sheet presents fairly the financial position of the company as at September 7, 1965 in accordance with generally accepted accounting principles.Toronto, Ontario, September 8, 1965.
FISHER, NISKER S COMPANY,Chartered Accountants.
5
NORTH EXPO MINES LIMITED
NORTH EXPO MINES LIMITED, Suite 305 -100 Adelaide St. West, Toronto l, Ont.
GENTIZUEH :Your company holds ten unputented mining claims in one group situated in Parkinson Township,
District of Algorha. These claims are located in an area which is currently receiving exploration!) attention in the search fen copper and other metals of economic importance.
CONCLUSIONS:The property of North Expo Mines Ltd. is located in Ihe Algoma area of Ontario within a broad
band of Huronian sediments in which copper and other metallic minerals are being located.Thirteen miles northeast of the property, Crownbridge Copper Mines Ltd. are shaft sinking on a
low grade copper deposit.
Four copper occurrences exist within 2.5 miles of the claim boundaries. Two of these showings are apparently recent discoveries on which work is currently being done.
An infernd fault zone and an indicated anticline, both occurring in the north portion of the property, arc structures which lend themselves to ore deposition.
With the exception of so-ne widely-spaced picket lines- over claims SSM 76993-9-t, no exploratory work of a r.eriov.s nature is knovn to have been done over the property.
Aeronuv.r.etic relief is flat anil no lineaments were noted at property location from air photographs.
RECOMMENDATIONS:In view of the developments within the general atc:i, the inferred fjvourable geology underlying
the property, ami the fait no work of a serious nature ha* been filed nor :s apparent, '.jxcept on claims SSM 76993-9't where evidence of widely-spared picket lines i? -:ren, it is recommended that Ihe entire claim group be linecul on 200 ft. east-'.vest spacings in orde; to accommodate a magnetic-electromagnetic survey. Readings would be taken each 100 ft.
Diamond drilling, if warranted, would follow the geophysical work.The estimated cost of such a program, inclusive of transportation, would be ?4,200.00.
PROPERTY:
The tin unpatciited mining claims arc in good standing with the Ontario Department of Mines and are recorded ano numbered as follows:
SSM 76985-994 incl., approx. 400 acres.
LOCATION:The claitr group held by N'ouh Lxpo Mines Ltd. is situated in the extreme northeast corner of the
southwest quadnnt oi Parkinson Township, and the southeast corner of the northwest quadrant of the same township. The property covers lot 7, com ession 3, and southwest quarter of lot 7, concession 4.
The prop.rly is situated in the District o) Algoma, Sault Ste. Marie Minins; Division, 7 miles north-northwest of the settlement of Iron Itridge, which is located on Trans-Canada Highway No. 17 some 65 miles east ci Sault Ste. Marie, Ontario.
ACCESS:From a point approximately 8 miles north of Iron Bridge on Highway No. 5 46, White River to
Timmins rond, ; concession road cuts acrofs the northeast boundary of the claim group. Access to the southern portion of the group is from a concession road Irom the same highway some 7 miles north of Iron Ilridge.
HISTORY:On a visit to the property September 5, 1965, the author noted no indications that any work bad
been done within the boundaries of the daim group, except some evidence of widely-spaced picket lines on claims SSM 76993-94, and no assessment work has been filed with the Ontario Department of Mines in Toronto, Ontario.
REGIONA^ GEOLOGY:Ontario Department of Mines Geological Report No. 17 with accompanying Map No. 2032, and
ODM Preliminary Geological Map No. P. 304, The Blind River-Elliot Lake Sheet, supply the best references to the geology of the area as well as that of the claim group. ^ , - - ^- r , - - *- - ' - - *'
These references indicate thru the area in general is underlain by Huronian rocks of the Cobalt Group consisting essentially of the sediments of the Gowganda Formation comprising conglomerate, quartzite, arkose, and greywacke.
Regional geological structural controls are given by northwest, north-northwest, and northeast trending faults. White River, crossing the northwest portion of the property, is indicated as being on the location of an inferred northeast trending fault.
REGIONAL ECONOMIC CONSIDERATIONS:Since 1963, the main target for copper exploration in the Algoma area has been a broad belt of
Huronian sediments that project westerly from Elliot Lake, through Sault Ste. Marie, and into the northern part of Michigan State, where large commercial tonnages have been developed within the sedimentary formations. These rocks, faulted principally by northeast and west-northwesterly trending faults, have been intruded by numerous diabase dikes.
The property of North Expo Mines Ltd. is within this sedimentary assemblage.
Numerous copper mineralized zones have been located in the general area of the property, particularly in the north and east portions of Montgomery Township, which township forms a common boundary with Parkinson to the east.
LOCAL ECONOMIC CONSIDERATIONS:Some 13 miles northeast of the property, in a geologic environment indicated as being similar to
that of North Expo Mines' holdings, Crownbridge Copper Mines Ltd. are currently shaft sinking on a property in which indicated reserves are estimated at 415,000 tons grading l .&Jo copper. In recent deep- probe diamond drilling to a depth of 1,903 ft., two more sedimentary copper-bearing zones have reportedly been intersected.
Four copper showings are known to exist within a short distance of the property. One showing, 2.5 m iles east of the northeast corner, another 2.5 miles west of the west boundary, have received some development attention. Copper occurrences 'ocated three-quarters of a mile east of the east boundary and less than one-half mile east of the southeast corner, are apparently recent discoveries. The latter two showings appear as highly disseminated chalcopyrite in quartzite and greywacke. Although work is currently in progress, an insufficient amount has been done to evaluate these occurrences.
GEOLOGY OF THE CLAIM GROUP:There appears to be no rock outcrop within the boundaries of the claim group. By projection of
known geology adjacent to the 8rouP. as well as by interpretation of aeromagnetics, it is inferred that the property is underlain hy conglomerate, greywacke, and possibly minor amounts of quartzite.
Structurally, the Chiblow anticline trends northwest through the northern portion of the claim group. An inferred fault, occupied by the White River, strikes through the northwest portion of the property. Both structures could represent zones favourable to base metal emplacement.
Respectfully submitted,
Toronto, Ontario, September 7, 1965.
G. L. KIRWAN, B.Sc., F.R.G.S.,Consulting Geologist.
L. Kirwan of the city of Toronto in the Province of Ontario, hereby certify as follows:
That l am a geologist with offices at 40 Axsmith Crescent, \Villowdale, and 7 7 York St., Toronto, Ontario.
That I am a graduate of Carleton University, B.Sc., Iv57, and that J have practised my profession continuously since graduation.
3. That I am a Fellow of the Geological Association of Canada.
4. That l have no direct or indirect interest whatever in the mineral claims covered thereby and referred to in the accompanying report nor do I expect any interest in the above mentioned claims or securities of any company which owns these claims.
5. That the accompanying report has been prepared by myself and is based on a visit to the property on September 5 , 1 96S, as well as an examination of all pertinent data which is found in government reports, maps, and filc^. and information made public through Crownbridge Copper Mines Ltd.
Dated at Toronto, Ontario, this 7th day of September, 1965.
750,000 share are hereby offered of which 350,' underwritten and the balance, namely, 400,000 shares are optioned as follows:
No. of Shares
Firmly Underwritten
350,000
350,000
Under Option
200,000200,000
400,000
Pric' per Share
15 cents 20 cents 25 cents
Net Proceeds to Corporation*
t'.ctximumOfferingPrice
$52,500.00 $40,000.00 $50,000.00
C142,500.00
25 cents per share30 cents per share35 cents per share
* There is no obligation upon the Underwriter/Optionee and thereis no assurance that any of the optioned shares will be purchased.
490,030 previously escrowed shares have been donated to a Trustee forthe benefit of the Company. The 350,000 underwritten shares and140,030 optioned shares (if as and when exercised) will emanate fromthese dotted shares. ,The Underwriter/Optionee may be said to realize a gross profit in the amount equal to the difference between the price paid for such shares and the price at which said shares are sold to the public.
The Underwriter/Optionee will offer shares purchased for sale as principal and thr ugh such other registered security dealers who may be appointed as agents from time to time and who will be paid commissions not exceeding 25% of the selling price of such shares. These shares will be offered subject to prior sale if, as and when issued by the Corporation and accepted by the Underwriter/Optionee in accordance with the conditions contained in the Underwriting Agreement.
The purpose of this issue is to provide the Corporation with sufficient funds to defray its ordinary operating expenses and the costs of carrying out the exploration and development programs recommended by its consulting engineer. See within under the captions "History of the Corporation", "Business of the Corporation" and "Use of Proceeds".There is no market for the shares of the Corporation.
THESE SECURITIES ARE SPECULATIVE
NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS IN ANY WAY PASSED UPON THE MERITS OF THE SECURITIES OFFERED HEREUNDER, ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.
The date of this Prospectus is July lith, 1970.
m.
W'~
41J06NW9462 P ARK l NSON 1 6 A t PARKINSON 020C
TABLE OF CONTENTS
The Corporation
History of the Corporation
Business of the Corporation
Capital Structure
Capitalization
Dividends
Auditors
Stock Registrar and Transfer Agent
Offering
Escrowed shares
Use of Proceeds
Purchaser's Statutory Right of Withdrawal and Recission
Principal Holders of Shares
Promoter
Management
Remuneration of Management
Material Contracts
Financial Statements
Page No.
l
1
2
9
9
9
9
10
10
11
11
11
12
13
13
14
15
16 - 26
•**' THE CORPORATION
The full name of the Corporation is ProtoExplorations 5 Holdings Inc. {hereinafter sometimes referred to as "the Corporation"). The head office of the Corporation is located at the 7th Floor, 366 Bay Street, Toronto, Ontario.
HISTORY OF THE CORPORATION
The Corporation originates from the merger of six mining explorations companies, namely, Proto Explorations Limited (Proto); North Expo Mines Limited (North Expo); Palomino Explorations Limited (Palomino); Courier Explorations Limited (Courier); Copper King Mines Limited (Copper King); and Loyalist Mines Limited (Loyalist). Proto, North Expo, Palomino and Courier all originally incorporated under the laws of the Province of Ontario were amalgamated under the provisions of The Business Corporations Act (Ontario) by Articles of Amalgamation which became effective February 24, 1972. Copper King and Loyalist were originally incorporated under the laws of the Province of New Brunswick and could not be formally amalgamated with tl a Ontario corporations. A merger of Copper King and Loyalist was accordingly effected on the share exchange basis noted below.
In the result the Corporation has an authorized capital of 5,000,000 shares without par value of which 1,222,329 shares are presently issued and outstanding.
As a result of the amalgamation and merger the Corporation:
(a)(b)(c)(d)
(e)
(f)
has a board of five directors;has adopted the by-laws of Proto;may purchase any of its shares out of surplus;has the right to pay commissions or allow discountsin connection with the sale of its shares subjectto the limitations set forth in The BusinessCorporations Act;has received all of the property, assets and undertakingof each of Proto, North Expo, Palomino, Courier, CopperKing and Loyalist;is subject to all of the liabilities of Proto, NorthExpo, Palomino, Courier, Copper King and Loyalist.
2 for 15 l for 5 3 for 25 5 for 23 l for 7 l for 12
No. of Shares of Corporation Received;
166,668350,001210,003270,655100,001125,001
1,222,329
w ,.-- - - -
Transmittal letters have been mailed to all share holders of the merging corporations and the exchange of shares of the Corporation for shares of the merging corporations is in progress. Shareholder authority has been given and in due course the Charters of both Copper King and Loyalist will be surrendered under the laws of the Province of New Brunswick.
Holders of escrowed shares of the merging corpora tions will receive escrowed shares of the Corporation. See below under the heading "Escrowed Shares".
The purpose of the merger was primarily to reduce the costs attendant to the administration of six separate entities and to facilitate the financing reflected in this Prospectus.
BUSINESS OF THE CORPORATION
By virtue of the merger, the Corporation acquired all of the mining claims and properties of the merged companies and in addition has acquired an option on a gold prospect referred to below under the heading "Theresa Gold Property".
The Corporation's main property interest at the present time is the Theresa Gold Property. Information as to mining claims and properties acquired through the merged companies is set forth herein primarily for historical purposes.
The following sets forth particulars of the properties acquired through the merged companies:
a) From Proto:
(i) 20 unpatented mining claims located in the Antler Lake Area, Ontario, being claims numbers TB230926 to TB230945 inclusive. These claims were acquired by Proto in January, 1970, from Albert Hopkins, 810 Duplex Avenue, Toronto, Ontario, at a cost of 33,000.00. A program consisting of airborne and ground magnetic and electromagnetic surveys was carried out by Proto at a cost of 35,700.00. No further work is recommended for this property and it is intended that same be permitted to lapse on their due date, namely, December 10, 1972.
(ii) 25 unpatented mining claims located in HorwoodTownship, Ontario, being claims numbers S320150 to S320156 inclusive; S320255 to S320261 inclusive; S326655 to S326660 inclusive; and S326675 to S326679 inclusive. These claims were acquired by Proto in October, 1971, from Albert Allison, 50 Sandringham Drive, Toronto, Ontario, for 325,000 escrowed shares of Proto (43,333 escrowed shares of the Corporation after the merger).
l- 3 -
There is no plant or equipment on this property. A program consisting of linecutting and an electromagnetic survey has been completed at a cost of approximately $4,250.00. The elect romagnetic survey has been filed as assess ment work extending the claims in good standing until June 1973. No decision in respect of further work on this property will be made until the Corporation has received from its consulting engineer a report and maps covering the aforesaid work program. Mr. Allison has aqreed to transfer the aforementioned 43,333 escrowed shares for the benefit of the Treasury of the Corporation.
(iii) In addition to the aforesaid properties, in October 1971, Proto acquired from Raymore Developments Limited, Suite 805, 100 Adelaide Street West, Toronto, Ontario, 50 unpatented mining claims located in the Bathurst Norse Area, Northwest Territories. At that time there was
- considerable exploration activity in the area and the property appeared to be a good location bet. Before an exploration program could be formulated Proto was advised that a major mining company whose presence had sparked the initial interest in the area, had now placed a low priority on the area. It was decided that no fu. 1s should be risked on the property and same was permitted to lapse. The consideration paid to Raymore for this property was 325,000 escrowed sharos of Proto (43,333 escrowed shares of the Corporation after the merger). Raymore has agreed to transfer these escrowed shares for the benefit of the treasury of the Corporation.
b) From North Expo:
No mining property was acquired from North Expo. In Septembei, 1965, North Expo acquired from Albert Allison and Murray Kadis, 66 Waterloo Avenue, Downs- view, Ontario, 10 mining claims located in the Township of Parkinson. Ontario, for 750,000 shares oT~~North Expo, 675,000 of which were escrowed (135,000 escrowed shares of the Corporation after the merger). An exploration program was carried out on the property at a cost of approximately $3,500.00 and the property was subsequently sold to Kerr McGee Corporation for a royalty interest of S 1!. Kerr McGee carried out an exploration pro gram including 5,800 feet of diamond drilling before permitting the claims to lapse. The present holders of the afores-id 135,000 escrowed shares have agreed to transfer sauie for the benefit of the treasury of the Corporation.
493,365 shares in the capital of the Corporation were held by Guaranty Trust Company of Canada at Toronto, Ontario, subject to release only upon the prior written consents of the board of directors of the Corporation and the Ontario Securities Commission. Any dealings with such shares within the escrow require the prior written consent of the Ontario Securities Commission. 490,030 of such escrowed shares are being returned to the Corporation by the present holders thereof so that in the result 3,335 shares will remain in escrow. The. said 490,030 shares are being transferred to a Trustee for the benefit of the Corporation and will be released from the escrow as required so that same may be used to satisfy the 350,000 underwritten shares and up to 140,030 of the optioned shares if as and when same are exercised.
Designation No. of Shares Percentage of Class Held in Escrow of Class
Common shares 3,335 . 2"Hwithout parvalue
USE OF PROCEEDS
The net proceeds to be received by the Corporation from the sale of the underwritten shares as hereinbefore referred to are estimated at approximately $45,500.OO/ after deducting the expenses of this offering, estimated at approximately S?,000.00. These funds will be used to defray the ordinary operating expenses of the Corporation and the costs of the work programs recommended for the Corporation's Theresa Gold Property estimated at approxi mately 324,420.00 for the first stage.
Additionally, moneys in the Corporation's treasury as available may be used to defray programs of acquiring, staking, examining, exploring and developing mining and/or oil and gas properties, either alone or in concert with* others and to generally carry out explorational programs as opportunity and finances permit, provided, however, that no sums will be expended on the acquisition of any new properties without an amendment to the Corporation's prospectus being filed if the shares of the Corporation are still in the course of distribution to the public.
PURCHASER'S STATUTORY RIGHT OF WITHDRAWAL AND RESCISSION
A. Riaht of Withdrawal
An agreement of purchase and sale covering any of the shares hereby offered is not binding upon the purchaser if the Corporation from whom the purchaser buys same receives written or telegraphic notice evidencing the intention of the purchaser not to be bound by the agreement not later than midnight of the second day (exclusive of Saturdays, Sundays and holidays) after receipt of the pros ectus of the Corporation or amended prospectus; provided the purchaser has not sold or transferred the said shares prior to the expiration of the said two-day period.
My.-:?iV^.^---'.
than
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The directors and officers of the Corporation own less of the outstanding shares of the Corporation.
The following summary shows the respective percentage holdings of principal shareholders, directors and officers of the Corporation as a group and the holdings of the public before and after this proposed offering. Please note the percentage holdings of persons acquiring shares offered by this prospectus.
Partiesl of Shares Before Offering
% of Shares After Offering
Principal Shareholders Directors and Officers
Public (including persons acquiring shares offered hereunder)
96. J.%
3%
97%
100 100%
PROMOTER
Rosmar Corporation Limited was instrumental inreorganizing and financing the Corporation and may be considered to be the Promoter of the Corporation.
MANAGEMENT
The names and addresses of the directors and officers of the Corporation and the position presently held are listed below:
President and Director
Murray Cooper, Suite 207, 2500 Bathurst Street, Toronto, Ontario. Mining Executive. He is an officer and director of several mining companies including Silver-Miller Mines Limited and D'Eldona Gold Mines Limited.
Vice-President and Director
Secretary-Treasurer {not a Director)
Director
Director
- 14..
Charles Douglas Cameron, Apartment 1115, 1276 Islington Avenue, Islington, Ontario. Since 1969 employed as temporary relief bank manager. Prior thereto, Branch Manager, Commonwealth Savings and Loan Corporation, Toronto, Ontario.
Robert Brown, 6 Zaharias Court, Willowdale Ontario. Public Accountant and Corporate Secretary. President of Robert Brown Corporate Services Limited. He is a director and, officer of numerous mining companies including D'Eldona Gold Mines Limited and Aldona Mines Limited.
William Washbourne Dennis, 16 Cranleigh Court, Islington, Ontario; for past 40 years self-employed prospecting in Canada from coast to coast. Mr. Dennis was President of the Prospectors and Developers Association during the years 1965 and 1966, and at the present time occupies an executive position with that organization. He is a Director of several mining companies, including Safari Explorations Limited and Summit Diversified Limited.
William Alfred Bishop, 37 Guiidcrest Drive, West Hill, Ontario, Retired? previously Insurance Agent and presently a director of several mining companies, including Black Bay Uranium Limited and Summit Diversified Limited.
Director John Georgopoulos, Suite 607, 1284 Danforth Avenue, Scarborough, Ontario. Travel Agent with Airsealand Travel Service, 684 Bloor Street West, Toronto, since 1966; prior to that insurance representative with New York Life Insurance Company, 444 University Avenue, Toronto, Ontario.
REMUNERATION OF MANAGEMENT
To-date the officers and directors of the Corporation have received the aggregate sum of 5425 as remuneration. Each director and the Secretary-Treasurer of the Corporation is entitled to be paid a fee of 550.00 for each meeting of the Board of Directors and Shareholders attended. It is not proposed that the officers of the Corporation be paid as such, however, Mr. Dennis is paid an honorarium of 525.00 per month for providing technical advice to the Corporation.
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; ^ \ PnOTO EXPLORATIONS ft HOLDINGS INC. (Incorporated under the laws of the Province of Ontario)
DALAKCK SHEET - MAY 31, 1972
ASSETS Current:
Cash and short-term bank deposits Accrued interest
Fixed:Mining claims (Note 2)Option to pui-cha.se mining claims (Note 3) Petroleum and natural gas rights,
at written-down value
Deferred expenditures:Exploration and administrative
expenditures on mining claims ' Merger costs
LIABILITIESCurrent:Accounts payable
SHAREHOLDERS' EQUITY Capital (Notes 4 and 5): Authorized :
COMBIXTn STATDOXr OF DEFERRED EXPLORATION AKD ADMINISTRATE EXPEXTITURZS(NOTi: l)
Pcrled* EndexJKay 31,
1972February 39, .
1972 1972rite*l Period* Ende-J In
Ilin* exploration:HlrawlchJ Tovnshi^, Larder Lake Mining Division, Ontario:
Trenching end sampling Er.jineerlng Miscellaneous
Horn-cod Township, Sudbury Mining Division, Ontario: Engineering VJlacellaneous
Carlcton County, Se* BrunswickGrochcjr.lcal survey and line cuttingGeophysical and geological surveysDiamond drllllnrAssaysEURInrerlncMiscellaneous
Properties abandoned or writtvn-dcvn to noninal value; Oeophyslcal surveys Plnnond drilling Assays Enclncerlnc Ulscellanrous
I-etroleun and natural (a* exploration:Properties since abandoned or written down to nominal value: Veil drilling and relnted costs EnjlneerlnK Lensc rental*
Total exploration expendituresAdministrative expenditure*, net (per schedule)Total net expenditures for the periodsDalince deferred at the beginning of p'rlodi
Less expenditures written off to deficit in connection with properties abandoned or wrlt'en do*r. to r.onlnal value
Balance deferred at end of periods
S -
250138388
5252
250270520
227
15.US8SB, are
103, 3H
41,945
S4,3424,347
46.31J50.666
734
9087,4658,373
8,373
105
1971
500 525
J271,25;
1970 1969 1S66
9,60015,878
505566
26.549
8,234690718
9,64237,50538.14275,64761,536
137,183
6,9925.7112.0621,335
193
8.250
625616
9,491
24.424 1,398
3-13 .1C5
51,919 14.705 66,654 \8.009 84.CC3
S 61,369 S 49,932 S8.268
60,838 23,127
S 76,345 S 61.536
00
5,200
250 3:7
5,777
110110
4,81100
2461,454y, CO!
5.887 8.0C7
13,95" 8,378
22.332
4.323
6,C012,7439.344
27,11736.461
S 18,009 S 8,378
*: ifMrrT"'TT? t
l̂PROTO EXPLORATIONS fc HOLDINGS INC.
COMBINED STATEMENT OF DEFICIT(NOT:; i) tPe -iods Ended
Balance at beginning of periods Additions during the periods:
Mining claims abandoned or written-downto nominal value
Petroleum and natural gas rights abandonedor written-down to nominal value
Exploration and adr.inistrative expendituresapplicable to above properties
Balance at beginning of periodsAdditions during the periods:
Valuation attributed to 86,666-2/3 shares (as presently constituted) donated for the benefit of the Corporation and used to acquire mining claims prior to merger
$ 32,1500 S 32,500 S -
32,500
Balance at end of periods S32,500 S 32,500 332,500 S
*~,
Source of f undt,:Sale of capital stock
Application of funds:Exploration and administrative expenditures Payment on option to purchase mining claims Acquisiton of mining claimsAcquisition of petroleum and natural gas rights
The Corporation holds the following pining claims;
2 Unpatcntcd claims in Miramichi Township, Larder Lake Mining Division, Ontario, at cost
25 Unpatcntcd claims in Horwood Township, Sudbury Mining Divifion, Ontario, at cost
31 Unpatentcd claims in Carleton County, New Brunswick, at cost
Other unpatented claims, at writtcn-down value
-:. V&j&i:m
$30,000
16,250
2,324 _____3 S48.577
The nbovo miniiiR claims are shown at valuation placed on the shares of the predecessor corporations issued in consideration for the claims except for the Carleton County claims which arc shown at valuation placed on the shares of a predecessor corporation issued therefor plus S324 cash con sideration.
3. Option to purchase mining claims:
Undor nn nr^roomr'nt fintort MTV li p 1075! thf fnt^orat ion ?r con.c ic!erz'ticn for payment of SK), 000, acquired an option exercisable on or before June l, 1975 to purchase 12 unpatented mining claims in Thunder Bay Mining Division, Ontario. In order to exercise the option, the Corporation must make additional cash payments to the optionors amounting to S20,000 as follows :
On or before June l, 1973 - $5,000On or before June ' , 1974 - S5,000On or before June l, 1975 - $10,000
Upon exercise of the option, tho Corporation must cause the incorporat ion of a new 3,000,000 shaix- corjorntion to acquire the claims for not less than 750,000 shares of which 49?0 wjll be issued to the optionors and 51*k will be issued to Pro* o. The optionors will retain a royalty interest of 2'J, of the net sinoite! turns from the mining claims. In order to earn the 51fo of tho share;; of the new corporation, Proto must expend prior to the cxerciiic of the o lion at least 3130,000 for exploration work on the claims including 28 c. aims, which arc to bc staked at Pi'oto's cost, adjacent to the mini.ig claims under option. If the Corporation does not expend the S130,000 minimum on exploration, the 5^ interest in the shares of the new corporation to be received will be reduced proportionately, The agreement has provisions for sharing in the staking of other claims in the area and for disposal of interest in the shares of the new corporation
Proto Explorations b Holdings Inc.
Notes to financial statements (continued)
4. Capital stock:
The following summarizes the issued shares of the predecessor corporations prior to the mergers
as explained in Note l:For Cash For Mining Claims
"••'•'.•-'": W*m#,-Wti::-.--i
-, ."..•t ;, .- ' -i i , ' ,. . . -. ,- ". ,
Total
Shr.res Amount
Courier Explorations Limited 495,013 3 79,263
North Expo Mines Limited 1,000,005 165,005
Palomino Explorations Limited 1,000,025 165,025
Proto Explorations Limited 500,010 50,011
Copper King Mines Limited (no personal liability) 600,007 70,007
Loyalist Mines Limited (no personal liability) 71.0,012 100,0123629,323
The following is an analysis of the shares of Proto Explorations b
shares of the predecessor corporations upon merging:
Shares
750,000750,000750,000750,000100,000750,000
Amount
S 37,50037,37,37,2,
37,S189,
Holdings Inc. issued
IssuedCapitalShares
(Predecessor
500500500000500500
in
1111
1
Shares
.245,750,750,250700.500
t
9
t
9
t
t
013005025010007012
Amount
sue,202,202,87,72,
137,S818,
76350552551100751282'J
exchange for
Shares ofShare
ExchangeCorporations)
Courier Explorations LimitedNorth Expo Mines LimitedPalomino Explorations LimitedProto Explorations LimitedCopper King Mines Limited (no personal liability)
