JOGRAN MINES LIMITED

Transcription

1 , i r m WJi(pORBIEfcI*8 PALMER 010 JOGRAN MINES LIMITED PROSPECTUS PURPOSE OF ISSUE The purpose of the issue of the securities covered by this prospectus is to provide funds for the program of work recommended by the Company's engineers. For particulars see paragraph 11 hereof. OFFERING Reference is made to paragraph 13 hereof for particulars of the shares offered. There are 200,000 shares firmly underwritten and 600,000 shares under option. 74,999 shares in the capital stock of the Company held as follows: CLIFFORD BRIDGE , WILLIAM JOHN RICHARDS AND JOHN HAUGENEDER HERMAN O. KELL McKiNNKV GOLD MINES LIMITED , ,250 shares 12,500 shares 6,041 shares 45,208 shares and 284,841 unsold underwritten shares, referred to in paragraph 8 hereof, will be offered for sale; however, none of the proceeds from the sale thereof will benefit the treasury of the Company. The offering price of the shares offered pursuant to this prospectus is unrelated to the potential or intrinsic worth of such shares. MARKET The shares of the Company offered are speculative securities and there is no market for same. NOT TO DE REMOVED FROM THE OFFICE OF THE RESIDENT GEOLOGIST, ONT. DEP1. OF MINES SAULT STE. MAH:E, ONT. No Securities Commission or similar authority in Canada has in any way passed upon Ihe merits of the securities offered under this prospectus and representation to the contrary is an offence.

2 JOGRAN MINES LIMITED PROSPECTUS i For filing with the Ontario Securities Commission pursuant to The Securities Act (Ontario) 1. JOGRAN MINES LIMITED (hereinafter referred to as "the Company") was incorporated under tie laws of the Province of Ontario by letters patent dated the 20th day of Miy, The head office of the Company is located at the 16th Floor, 100 Adelaide Street West, Toronto, Ontario. 2. The names, occupations and addresses of the officers and directors am) promoter of the Company are as follows: (a) OFFICERS AND DIRECTORS: President and a Director... ALEXANDER STEEL, Executive, 972 Eglinton Avenue East, Toronto, Ontario. Vice-President, General Manager and a Director...JoiiN EDWARD ROGERS WOOD, Mining Engineer, 1551 Angus Drive, Vancouver, B.C. Director......WILLIAM LONCMUIR HENDERSON, Accountant, 19 Wincrest Drive, Scarborough, Ontario Director......RAYMOND WILLIAM HUNSTONE, Contractor, 3336 Radcliffe Avenue, West Vancouver, B.C. Director ORSON GUTHRIE, Executive, 131 Burnbamthorpe Road, Islington, Ontario. Secretary WILLIAM MARTIN O'SHAUOIINESSY, Accountant, 200 Ridley Boulevard, Toronto, Ontario. (b) PROMOTER: McKinney Gold Mines Limited (Non-Personal Liability), now Continental McKinney Mints Limited (Non-Personal Liability), a public company, listed on the Canadian and Vancouver Stock Exchanges, might be considered the promoter of the Company as it caused its incorporation and is the vendor of the mining claims referred to in paragraph 10 hereof. 3. Messrs. Fairly, Welsh 4 Co., 1815 Yonge Street, Toronto, Ontario, are the auditors for the Company. 4. Guaranty Trust Company of Canada, 366 Bay Street, Toronto, Ontario, is the stock registrar and transfer agent of the Company. 5. The authorized capital of the Company consists of 3,000,000 shares of the par value of Jl.OO each, all of one class, namely common, of which 1,675,005 shares, fully paid and non-assessable have been allotted and issued to date.

3 6. The Company has issued no bonds or debentures nor does it presently propose to issue any. 7. Of a total of 750,000 shares of the Company issued for properties as referred to in paragraph 10 hereof (hereinafter referred to as "vendor shares") certificates representing 675,001 of such shares are presently held in escrow with Guaranty Trust Company of Canada, 366 Bay Street, Toronto, Ontario, subject to pro rata release amongst the persons entitled thereto only upon the written consent of the Ontario Securities Commission and the Company. Any dealings with such shares within the escrow require the written consent of the Ontario Securities Commission. The 74,999 vendor shares presently free from escrow and held as set out in item 10 hereof may be pledged or will be offered for sale at the current offering price for shares of the Company but the proceeds from the sale of such shares will not go into the treasury of the Company. 8. As of the date of this prospectus 925,005 shares of the Company have been sold for cash as follows: No. o} Shares 5 270,000* 400, , ,005** Price per Share Total? , , , , Commission paid or payable *270,000 shares were issued to McKinney Gold Mines Limited inon-personal Liability) in settlement of 527, advanced to the Company to defray exploration work, engineering fees and diamond drilling on the claims referred to in paragraph 10 hereof. No commissions were paid or are payable in connection with the above-mentioned shares. Before all or any part of the 270,000 shares are sold or offered for sale, an amendment to the prospectus will be filed. **W. D. Latimer Ox Limited, acting for and on behalf of Richfield Securities Limited, Northwood Mining Limited and Walbert Securities Limited, are long 284,841 shares of the Company and ha? agreed to sell to W. D. Latimer Co. Limited, acting for and on behalf of W. C. Ralston Si Associates as to a 5X6ths interest and H. H. Hemsworth ft Co. Ltd. as to a l/6th interest, 142,420 of such shares. 9. No securities of the Company other than those above set out have been sold or issued as of the date of this prospectus. 10. (a) By an agreement dated the 25th day of May, 1964, made between McKinney Gold Mines Limited (Non-Personal Liability), of the first part (hereinafter referred to as "McKinney") and the Company, of the second part, the Company acquired the following unpatented mining claims situated in Ryan Township, Sault Ste. Marie Mining Division, Province of Ontario, described a: follows: SSM SSM SSM to SSM inc. SSM and SSM SSM SSM and SSM SSM to SSM inc. for and in consideration of 750,000 fully paid and non-assessable shares of the capital stock of the Company, of which IQfy were free shares and the balance were pla^ T escrow with the stock registrar and transfer agent of the Company, subject to the terms of t... -rf set forth in paragraph 7 hereof, and the following royalties: (i) a royalty of 6 2A cents per ton for each and every ton of ore taken from Mining Claims SSM 62886, SSM to SSM inclusive and SSM 64225; (ii) a royalty of 10 cents per ton for each and every ton of ore taken from Mining Claims SSM 59846, SSM 62917, SSM 62918, SSM and SSM 65884; (iii) a royalty of 10 cents per ton for each and every ton of ore taken from Mining Claims SSM to SSM 66430, inclusive. 2- Nil Nil Nil Nil

4 The only persons who have received or are entitled to receive an interest in the said 750,000 vendor shares areas follows: Free Escrowed Shares Shares Clifford Bridge, P.O. Box 96, Sault Ste. Marie, Ontario._ , ,250 William John Richards, 15 Lansdowne Avenue, Sault Ste. Marie, Ontario, and John Haugeneder, 718 Wellington Street East, Sault Ste. Marie, Ontario, jointly..._..._...^...^ , ,503 Herman O. Kell, 253 Wellington Street East, Sault Ste. Marie, Ontario 6,041 54,369 The Vendor......, _..._ 45, ,879 The only persons who are entitled to receive an interest in the said royalties are as above set forth. (b) By agreement dated the 24th day of November, 1965, as amended, the Company acquired from Clifford Bridge, P.O. Box 96, Sault Ste. Marie, Ontario ("Bridge"), for the sum of f unpatented Mining Claim SSM in Kincaid Township, Province of Ontario; (c) By agreement dated the 24th day of November, 1965, as amended, the Company acquired from George Allen Jeckell, 718a Queen Street East, Sault Ste. Marie, Ontario ("Jeckell") unpatented Mining Claims SSM to SSM inclusive, in Ryan Township, Province of Ontario, for ; (d) By agreement dated the 24th day of November, 1965, as amended, the Company acquired from William John Richards, 15 Lansdowne Avenue, Sault Ste. Marie, Ontario ("Richards"), unpatented Mining Claims SSM to SSM inclusive, SSM to SSM inclusive, SSM 67675, SSM 67676, SSM 67707, SSM 67708, SSM to SSM inclusive, SSM 67727, all in Ryan Township, Province of Ontario, and SSM in Palmer Township, Province of Ontario, for 51,600.00; (e) By agreement dated the 24th day of November, 1965, the Company obtained an option to purchase from John Haugeneder, 718 Wellington Street East, Sault Ste. Marie, Ontario ("Haugeneder"), Richards and Kell unpatented Mining Claims SSM 59849, SSM 59850, SSM 59851, SSM 59853, SSM to SSM inclusive and SSM to SSM inclusive, all in Ryan Township, Province of Ontario and SSM 60400, SSM and SSM to SSM inclusive, in Palmer Township, Province of Ontario, in payment of and a royalty of 30 cents per ton on all lump and concentrate iron ore mined from the said claims when said ore is mined, shipped and sold and, in addition, J00,000 shares in the capital slock of the Company on or before the expiration of four year? from the 24th day of November, The said was duly paid. On the advice of the Company's engineer the option was not exercised. (f) By agreement dated the 15th day of February, 1966, and made between the Company, McKirney, Bridge, Haugeneder, Richards and Jeckell, all of the first part as optionors, and Phelps Dodge Corporation of Canada, Limited, an Ontario company with head office at 55 Yonge Street, Toronto, Ontario ("Phelps Dodge"), of the second part, the optionors granted to Phelps Dodge a working option for a period of four years to purchase 88 mining claims, being all the claims referred to in items 10 (a) to 10 (e) hereof and certain additional claims staked by McKinney. In order to keep the option in good standing, Phelps Dodge was obligated to pay to the Company 54, for the benefit of the parties of the first part as their respective interest may appear, as considera tion for the first two years of the term of the option, to pay McKinney an additional SI, as consideration for staking and recording 15 claims and a further to McKinney for staking and recording 3 additional claims, all of which clai.ns were included in the 88 claims optioned. In order to keep the option in good standing for each of the succeeding two years Phelps Dodge was obligated to pay 510, in each year. Phelps Dodge paid the said sums of 54,000.00, 51, and Subsequently, on or about the 27th day of December, 1966, Phelps Dodge advised the optionors in writing that it was surrendering its option and terminating the agreement. The option is now no longer in existence. Under the option agreement Phelps Dodge was obligated to perform and record the assessment work on the 88 claims required to keep same in good standing during the currency of the said option; (g) The Company has entf red into an agreement with Algoma Central Railway (hereinafter referred to as "ACR") dated the 1st day of September, 1966, with respect to the mining rights in Township

5 27, Range 26, District of Algoma, in the Province of Ontario, save certain portions thereof situated in the north-west corner of said Township, the ACR right-of-way over the said lands, the Goudreau Station Grounds and Townsite and the power transmission line right-of-way of the Great Lakes Power Corporation, all of which are excluded from the agreement. A summary of the agreement is as follows: In consideration of 4, paid by the Company to ACR and the Company's undertaking to expend not less than 120, on prospecting, exploration and development work on the lands by August 31st, 1967, ACR granted to the Company the sole and exclusive right, good until August 31st, 1967, to carry out exploration and development work on the lands; if the Company fulfils the above commitment and undertakes in writing to A( K before August 31st, 1967, to expend not less than 525, in further exploration, prospecting and development work on the lands by August 31st, 1968, the working option shall be extended until August 31st, 1968; if the Company fulfils the last-mentioned commitment, and gives notice in writing to ACR before August 31st, 1968, designating the areas (each area containing 40 acres) (hereinafter called the "optioned units") in respect of which the Company elects to have the working option extended and undertakes to expend on all or any of the optioned units by August 31st, 1969, the sum of money, being a total of not less than? per optioned unit or a total of 925,000.00, whichever sum is the greater, the working option with respect to such optioned units will be extended to August 31st, 1969; any moneys spent in any year in excess of the minimum requirements will apply to the next succeeding year or years; during the term of the working option the Company agrees to route all its traffic over ACR's railway provided prices are competilive. While the working option remains in good standing and the following conditions satisfied, i.e. (a) the total money expended on the optioned units between September 1st, 1966 and the date of the exercise of the Incorporation Option hereinafter mentioned, shall be not less than 70,000.00, plus the amount in dollars which is the product of $15000 and the number of optioned units in excess of 166 subject to the working option at the date of exercising the Incorporation Option; (b) the Company has caused a new public company or companies to be incorporated (each herein after referred to as the "new company") under the laws of Ontario or Canada with such share capital and other attributes as the Company shall determine, the Company shall have the sole and exclusive option (hereinafter referred to as the "Incorporation Option"), good until August 31st, 1969, to cause a new company or companies to be incorporated for the purpose of acquiring a 21-year renewable lease of such number of optioned units as the Company may designate; The Incorporation Option shall be deemed to have been exercised within the time limit therefor if: (1) the Company has fulfilled the two conditions above referred to in clauses (a) and (b); (2) the Company has notified ACR in writing that the Incorporation Option is exercised, setting out the name of the new company and particulars of its incorporation; (3) the Company has notified ACR in writing of the number of optioned units it wishes leased to the new company and has delivered to ACR a plan of survey showing their location and a surveyor's description thereof. The parties acknowledge that the 21-year lease will provide that the demised premises referred to therein must be brought into commercial production within ten years of the lease, failing which the lease shall be terminated; provided that, if a potential orebody is discovered on such demised premises prior to the end of the ten-year period, which orebody for economic reasons can not be brought into commercial production within the ten-year period, ACR will grant the new company a first right to bring such potential orebody into production within 21 years from the date of the lease, provided: (i) either the Company or the new company has expended on exploration and development work on such orebody at least an additional J50, subsequent to the exercise of the Incorpora tion Option and prior to the expiration of the said ten-year period; (ii) the new company pays yearly to ACR an amount equivalent to the rent otherwise payable 4 T

6 pursuant to the lease, plus 3,000.00, both on or before the respective anniversary dates in each consecutive year after the said ten-year period; (Hi) in the event that, during the period that the new company has the said first right, any other person or company offers to commence work on the potential orebody within six months, with a view to bringing such orebody into commercial production within five years thereof and such other person or company satisfies ACR of its ability to do so, ACR shall notify the new company of such offer and the new company shall have 90 days in which to advise ACR of its intention to bring the potential orebody into commercial production. If the new company advises ACR it does not so wish or fails to advise ACR within 90 days, the new company shall have no further rights therein; (iv) in the event the new company advises ACR of its intention to bring such potential orebody into commercial production, it shall have 90 days within which to commence work and shall bring the orebody into commercial production within five years of such notice; upon com mencing such preparatory work the new company shall be entitled to revive the lease for the balance of the 21-year term on the same terms as if such default had not occurred; upon exercise of the Incorporation Option the Company agrees to transfer such additional claim as it or any company associated with it stakes or otherwise acquires contiguous to the ACR lands during the term of this agreement to the new company for fi.00 and ACR will lease to the new company the optioned unit or units set out in the notice given by the Company and ACR will prepare and deliver to the new company a 21-year lease; the new company in consideration of the lease shall allot and issue to ACR 2 S fi of such number of fully paid common shares of its capital stock as is permitted to be issued as vendor shares pursuant to the then regulations of the Ontario Securities Commission in the case of a public mining company; of the said vendor shares to be allotted and issued, whether free or escrowed, 2 SJb of same shall be allotted and issued to ACR and ISJo to the Company; the agreement defines what is meant by "moneys expended" and provides for the setting up of separate books of account by the new company and for the inspection of the lands by ACR under the option agreement, ACR covenants that, during the working option: (a) it will keep the lands subject to the working option withdrawn from staking and will pay any and all taxes and other assessments which may be imposed upon the lands, with a proviso that, when the lease issues to the new company, the taxes and the assessments will be paid by the new company; (b) it will not disclose to any person or company any information with respect to the optioned lands which it may obtain from the Company or ACR's agents relating to the optioned lands or the mining work being conducted by the Company. ACR and the Company agree that they will vote all shares of the new company owned or controlled by them to ensure that the terms and provisions of the agreement are complied with and the Company agrees to cause the new company to enter into the 21-year lease and to enter into an agreement with ACR granting ACR certain rights with respect to further financing and to the inspection of the lands. In the event any new company requires financing, it may do so in one of two ways; (a) by raising funds from the parties to the agreement and/or from an outside source or sources by selling shares of its capital stock or by borrowing money and giving security therefor or in such other manner as the directors of the new company deem advisable (public financing); (b) by raising the funds from only the parties to the agreement by selling its shares or by borrowing money and giving security therefor or in such other manner as the directors of the new company deem advisable (private financing). No new company shall proceed with either public or private financing without giving ACR the opportunity by written notice to participate to the extent of 2 Sfo; ACR shall have 30 days from receipt of notice to elect to participate; if ACR wishes to participate, it shall give written notice of its intention and specify the extent up to 257"; in the event that ACR notifies the new company S

7 that it does not wish to participate in any public financing or fails to notify the new company of its election within 30 days, then it shall have neither the obligation nor the right to participate; provided that same shall not prejudice the rights of ACR in any further or other public financing up to the extent of 2Sfo. In the event that ACR participates in a public financing to an amount less than 25^, same shall not prejudice the rights of ACR to participate in any further or other public financing to the extent of In the event that ACR does not participate in any three consecutive private financings, then ACR j. shall cease to have any rights to participate in any further private financings. In the event that f ACR does participate in any private financing but the extent is less than 25^, then from and after j: such time it shall be limited in its rights to participate in any further private financing to the l percentage of its participation in the last private financing in which it participates. i It is agreed that the refusal of ACR to participate in the financing of any new company will in no way prejudice ACR's rights to participate in the financing of any other new company to the extent of 25fo. f At any time when the Company owns or controls sufficient shares of the new company to cause five nominees to be elected to the Board of such new company, the Company agrees to permit ACR to \ designate one such nominee. If the Company is able to cause more than five nominees to be elected, the Company agrees to permit ACR to designate not less than one-fifth of such nominees. Upon termination of the working option otherwise than by exercise of same, the Company agrees to deliver to ACR copies of all maps, etc. and ACR agrees to permit the Company for three months after termination of the option to remove its plant and equipment from the optioned lands. The Company agrees to obtain approval of ACR to all promotional material issued by the Company or the new Company. It is agreed that ACR, its servants, agents and employees are entitled to *? use all roads, bridges, etc. constructed or maintained by the Company on the surface of the optioned f land. l The Company may only assign the agreement to a company owned, directly or indirectly, by the Company, provided the assignee undertakes with ACR to become bound by the terms of this agreement and provided ACR approves the assignee. (h) By agreement dated the 23rd day of February, 1967, John Edward Rogers Wood, 1551 Angus Drive, Vancouver, B.C., William Dugald Latimer, 29 Kdgehill Road, Islington, Ontario and Wilbert Finlay Johnson, l Manor Park Court, \Villowdale, Ontario, as optionors, granted to the Company an option to purchase all their right, title and interest in and to a certain agreement dated the 1st day of September, 1966, am] made between Algoma Central Railway and the optionors, granting to the optionors mining rights in Township 28, Range 25, District of Algoma, Province of Ontario. The terms of the agreement are identical to the terms of the agreement referred to in item 10 (g) hereof, save only in respect to the following: (i) the consideration paid was 53, instead of 54,000.00; (ii) the undertaking of expenditure by August 31st, 1967, is 315, instead of 520,000.00; (iii) the undertaking of expenditure by August 31st, 1968, is 520, instead of 525,000.00; (iv) the total of expenditure by August 31st, 1969, to be 520, instead of 525,000.00; (v) the total moneys expended on the optioned units between September 1st, 1966 and the date of the exercise of the Incorporation Option to be not less than 555,000.00, plus the amount in dollars which is the product of and the number of optioned units in excess of 133 subject to the working option at the date of exercise of the Incorporation Option. In order to keep the option granted by the optionors to the Company in good standing, the Company must pay to the optionors the sum of 51, forthwith on the date this prospectus is accepted for filing by the Ontario Securities Commission and a further sum of 53, within three months thereof, at which time it will be entitled to an assignment of all the right, title and 6

8 interest of the optionors in the said agreement, provided that the Company gives an undertaking to assume and take over all the covenants in the said agreement and to indemnify and save harmless th* optionors from any loss, costs and damages in respect thereof. l 11. (a) The Company has spent a total of 372, on exploration, engineering and diamond drilling work and assaying on the mining claims referred to in paragraph 10(a) hereof and has spent 57, for exploration and diamond drilling work on the mining claims referred to in paragraph 10(b) to I0(f) inclusive. On the recommendation of the Company's engineer, Allen Jeckell, P.Eng.,^all claims referred to in paragraph 10(a) to 10(e) inclusive hereof, save claims SSM and SSM 66422, will be permitted to lapse on their respective due dates. The Company has terminated its option to purchase the claims referred to in paragraph 10(f) hereof. While sufficient assessment work has been done on said claims SSM and SSM to entitle the Company to a lease of same, no further work is contemplated being done on these claims at this time. For further particulars of the mining claims referred to in paragraph 10(a) hereof and the recommendations of the Company's engineer, reference is made to the report of Allen Jeckell, P.Eng., dated the 2nd day of March, 1967, which report accompanies and forms part of this prospectus. No engineer's report is made on the claims referred to in items 10(b) to (e) inclusive as same are being dropped by the Company on the advice of the Company's engineer; * (b) For further particulars of the location, accessibility of the mining lands referred to in item 10(g) hereof, the work done on same, tlie general geology of the district and the recommendations of the Company's engineer, reference is made to the report of David A. Duff, B.Sc., P.Eng., dated the 26th day of October, 1966, with certificate dated the 3rd day of April, 1967, which report accompanies and forms part of this prospectus; (c) For further particulars of the location, accessibility of the mining lands referred to in item 10(h) hereof, the work done on same, the general geology of the district and the recommendations of the Company's engineer, reference is made to the report of Allen Jeckell, P.Eng., dated the 6th day of March, 1967, which report accompanies and forms part of this prospectus. 12. So far as the signatories hereto are aware, no shares or cash consideration have been issued or paid or are proposed to be issued or paid to any promoter other than the vendor shares referred to in paragraph 7 hereof and the 270,000 shares referred to in paragraph 8 hereof. 13. (a) By agreement dated the 9th day of March, 1966, and made between the Company and W. D. f Latimer Co. Limited (the Underwriter-Optionee), the Underwriter-Optionee, acting for Richfield l Securities Limited, 244 Pay Street, Toronto, Ontario, Northwood Mining Limited, Suite 506, l 540 Burrard Street, Vancouver, B.C. and Walbert Securities Limited, 220 Bay Street, Toronto, f Ontario, firmly purchased 150,000 shares of the Company at 12J4 cents per share and, although f i it obtained an option to purchase all or any part of an additional 850,000 shares, it did not exercise any of the said option. fjf ( Q ) 1Jy agreement dated the 1st day of March, 1967, made between the Company and W. D. Latimer l Co. Limited (hereinafter referred to as the "Underwriter-Optionee"), the Underwriter-Optionee, t acting on behalf of clients, agreed to purchase 200,000 fully paid shares of the Company at 15 r cents per share, payable within forty-eight hours from the date such shares are qualified for sale f to the public in the Province of Ontario (which date is hereinafter referred to as the "effective Z date") and in consideration therefor the Company granted to the Underwriter-Optionee, acting * on behalf of clients, the exclusive right or option to purchase all or any part of an additional f 600,000 shares as follows: No. of Shares Price per Share Time within which option must be exercised 200, cents 3 months from effective date 200, cents 6 months from effective date 200, cents 9 months from effective date _- 7 ~

9 The agreement provides that if default occurs in making any of the option payments as therein due and such default is not waived by the Company or the option dates not extended by mutual consent, then in each of said cases the option, insofar as same is not exercised, will terminate upon the Company giving ten days' written notice of termination to the Underwriter-Optionee. The parties to the said agreement understand that, in the event of default or waiver thereof or extension of any option, an amendment to this prospectus must be filed with the Ontario Securities Commission within twenty days thereof if the shares of the Company are then in primary distribution. W. D. Latimer Co. Limited, in entering into the said agreement, was acting on behalf of W. C. Ralston Si Associates, Suite 1601, 925 West Georgia Street, Vancouver, B.C. and H. H, Hemsworth tt Co. Ltd., 556 Howe Street, Vancouver, B.C., as to a SQ'fa interest and on behalf of Richfield Securities Limited, 199 Bay Street, Toronto, Ontario, Northwood Mining Limited, Suite 506, 540 Burrard Street, Vancouver, B.C. and Walbert Securities Limited, Suite 202, 80 Richmond Street West, Toronto, Ontario, as to a SVfr interest The only person owning a greater than 5^ interest in W. C. Ralston tt Associates is William Chapman Ralston, nd Avenue, Seattle, Washington, U.SA The only persons owning a greater than Sfy interest in H. H. Hemsworth fc Co. Ltd. are Harold Hubert Hemsworth, 5455 Balsam Street, Vancouver, B.C. and Murray Pezim, Hotel Georgia, 801 West Georgia Street, Vancouver, B.C. The only persons owning a greater than yjc interest in Richfield Securities Limited are Beatrice Latimer and Jane Latimer, 29 Edgehill Road, Islington, Ontario, Anne Wardle, 3 Ridge Valley Drive, Islington, Ontario and Audrey MacGregor, 128 Glen Manor Drive, Toronto, Ontario. The only person owning a greater.than S jc interest in Northwood Mining Limited is John Edward Rogers Wood, 155! Angus Drive, Vancouver, B.C. The only person owning a greater than Sfy interest in Walbert Securities Limited is Wilbert Finlay Johnson, l Manor Park Court, Willowdale, Ontario. There are no sub-underwritings or sub-options outstanding or proposed to be made. In the event that at any time a sub-underwriting or sub-option is given, the parties hereto understand that an appropriate amendment to this prospectus must be filed by the Company within the required statutory period if the shares of the Company are in the course of primary distribution. The underwritten and optioned shares may be offered for sale to the public in Ontario by the Underwriter-Optionee and by such other presently registered broker-dealers acting as agents who have been duly authorized by the Underwriter-Optionee. 14. The Company has been incorporated for more than one year. 15. The moneys the Company receives from the underwritten shares and such moneys as it receives from optioned shares as are sold will be used to defray its ordinary operating expenses, the costs of the preparation and completion of this prospectus and the printing of same and in carrying out on the property referred to in item 10(g) hereof the work recommended by the Company's engineer and also, if the option referred to in item!0(h) is exercised, in paying the option payment and, if funds are available, to carry out on the optioned property the work recommended by the Company's engineer. Subject as aforesaid, 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 oi the jurisdiction in 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. Additionally, moneys will not be advanced to other companies except to the extent necessary to enable the Company to implement its exploration and development program, as set forth in this prospectus and any amendment thereto. 16. No indebtedness is to be created by or assumed by the Company save and except the payment of the royalties referred to in paragraph 10 hereof, any moneys used to exercise the option referred to in 8

10 ftparagraph 10(h) hereof, payment of legal fees and printing costs of the prospectus and ordinary operating expenses of the Company which are not shown in the balance sheet of the Company reported upon by Messrs. Fairley, Welsh 8t Co., 1815 Yonge Street, Toronto, Ontario, as of the 31st day of January, 1967, which balance sheet accompanies and forms part of this prospectus. 17. The particulars as regards the business in which each director and officer has been engaged during the past three years are as follows: ALEXANDER STEEL President and a Director has been Vice-President of Borden Co. Limited, 1275 Lawrence Avenue East, Toronto, Ontario, for more than three years. JOHN EDWARD ROGERS WOOD Vice-president, General Manager and a Director has been President of Northwood Construction Com pany Limited, Suite 506, 540 Burrard Street, Van* couver, B.C. and its American associate, Northwood, Inc., for more than three years; also a director and/or officer of Western Mines Limited, Continental McKinney Mines Limited, Gibson Girl Mines Limited, and Red Mountain Molybdenum Mines Limited. WILLIAM LONCMUIR HENDERSON Director has been Accountant with W. D. Latimer Limited and then with W. D. Latimer Co. Limited, 199 Bay Street, Toronto, Ontario, for more than three years; also a director and/or officer of Airnorth Mines Limited and Richore Gold Mines Limited. RAYMOND WILLIAM HUNSTONE.....Director has been President of Hunstone Con tracting Co. Ltd., 626 West Pender Street, Vancouver, B.C., for more than three years; also a director of Homestake Silver Ltd. ORSON GUTHRIE..._Director has, been Sales Manager of Nabisco Limited, 55 Eglinton Avenue East, Toronto, Ontario, for more than three years. WILLIAM MARTIN O'SHAUCHNESSY.....Secretary-Treasurer for the past 15 years has been employed as an accountant by N.M.C. Securities Limited, 100 Adelaide Street West, Toronto, Ontario; also a director and/or officer of several mining companies, including Canadian Faraday Corporation Limited, Metal Mines Limited, Augustus Explorations Limited and Hydra Explorations Limited. 18. No director of the Company now has or ever had any interest, directly or indirectly, in the properties acquired by the Company, save that Messrs. Alexander Steel, Raymond W. Hunstone, William L. Henderson, J. E. R. Wood and Orson Guthrie, the directors of this Company, were also directors of McKinney Gold Mines Limited (Non-Personal Liability) (now Continental McKinney Mines Limited), the vendor of the said mining claims, when the claims were acquired. Raymond W. Hunstone is the owner of 10,000 escrowed shares of Continental McKinney Mines Limited. 19. No director or officer has been paid or is proposed to be paid a salary as such. Each director is entitled to receive a fee of for each meeting of the board of directors which he attends. A fee of per month is payable to the Secretary-Treasurer of the Company for head office, administration and secretarial services. During the year ending January 31st, 1967, no directors' fees were paid as each director waived payment of same. The sum of? was paid to Mr. O'Shaughnessy as Secretary-Treasurer of the Company up to January 31st, No dividends have been paid to date. 21. Continental McKinney Mines Limited (Non-Personal Liability), formerly McKinney Gold Mines Limited (Non-Personal Liability), by reason of beneficial ownership of vendor shares of the Company, is in a position to elect or cause to be elected a majority of directors of the Company. 9 SSM-107 l

11 ripziv-.-^f^z --' [ sa^l- '-, The signatories hereto are not aware of any present or proposed arrangement whereby vendor shares of the Company were sold or given or will be sold or given to any pereon or persons as a bonus or otherwise. If any such arrangement is made or comes to the knowledge of the signatories hereto, an appropriate amendment to this prospectus will be filed within twenty days thereof if the securities of the Company are then in the course of primary distribution. 23. There are no other material facts in relation to the securities of the Company which require disclosure other than those above set forth. DATED this 5th day of April, WE, the undersigned directors and promoter, hereby certify that the foregoing constitutes full, true and plain disclosure of all material facts in respect of the offering of securities referred to above as required under Section 38 of The Securities Act (Ontario) and there is no further material information applicable other than the financial statements or reports where required. DIRECTORS ALEXANDER STEEL WILLIAM LONGMUIR HENDERSON RAYMOND WILLIAM HUNSTONE JOHN EDWARD ROGERS WOOD ORSON GUTHRIE PROMOTER CONTINENTAL McKINNEY MINES LIMITED (Non-Personal Liability) By: ALLAN H. AINSWORTH i l i l f AND WE, the undersigned Underwriter-Optionee, hereby certify that to the best of our knowledge, information and belief, the foregoing constitutes full, true and plain disclosure of all material facts in respect of the offering of securities referred to above as required under Section 38 of The Securities Act (Ontario), and there is no further material information applicable other than under the financial statements or reports where required. In respect to matters which are not within our knowledge, we have relied upon the accuracy and adequacy of the foregoing. UNDERWRITER-OPTIONEE: W. D. LAT1MER CO. LIMITED By: W. D. LATIMER 10-

12 *fte^:- f^r f** JOGRAN MINES LIMITED (Incorporated under The Corporations Act, Ontario) STATEMENT OF FINANCIAL POSITION January 31, 1967 ASSETS CURRENT ASSETS Cash... MINING CLAIMS (At cost, 52,400 in cash and 345,000 in the value assigned to 750,000 shares issued therefor) (notes l and 3) _.^..^.-...m..-_...~ OPTION TO PURCHASE MINING CLAIMS (Notes 2 and 3) m... DEFERRED EXPENSES Exploration and development (Notes 4 and 5) ,2** Administration..-...~...~... 14,989 Incorporation,......_...~......^ ,643 6,984 47, ,897 S 153,081 CURRENI LIABILITIES LIABILITIES Accounts payable and accrued expenses SHAREHOLDERS' EQUITY Capital stock (Notes 2 and 6) Authorized 3,000,000 shares, par value?1 Issued and fully paid Number of Shares Par Value For mining claims , ,000 For exploration work , ,000 For cash..., , ,005 Discount 705, ,000 is3,125 Net ,000 71,880 9,201 Approved on behalf of the Board: W. L. HENDERSON, Director. A. STEEL, Director. 1,675,005 31,675,005 51,531, , ,880 S 153,081 To the Directors, AUDITORS' REPORT JOCRAN MINES LIMITED. We have examined the accompanying statement of financial position of Jogran Mines Limited as at January 31, 1967, the related statement of source and application of funds for the eleven months then ended, and the related statemen, of deferred exploration, development and administration expenses for the period from the date of incorporation, May 20, 1964 to January 31, 1967, and have obtained all the information and explanations we have required. Our examination included a general review of the accounting procedures and such tests of accounting records and other supporting evidence as we considered necessary in the circumstances. In our opinion, the accompanying statement of financial position and the related statements of source and application of funds and deferred exploration, development and administration expenses present fairly the financial position of the company as at January 31, 1967 and the results of its operations for the period then ended, in accordance with generally accepted accounting principles, applied on a consistent basis. Toronto 7, Ontario, March 6, m FA1RLEY, WELSH ft CO., Chartered Accountants,

13 JOGRAN MINES LIMITED i ^.fa STATEMENT OF DEFERRED EXPLORATION, DEVELOPMENT AND ADMINISTRATION EXPENSES For the period from the date of Incorporation May 20, 1964 to January 31, 1967 May 20,1964 March l, 1966 to to Feb. 28,1966 Jan. 31, 1967 Total EXPLORATION AND DEVELOPMENT. Ryan and Palmer Township Claims Diamond drilling.., , , ,013 Engineering fees , ,066 Engineering expenses and supplies , ,575 Assaying..., ,... 5,041 5,041 Splitting and hauling core... 3,060 3,060 Rental of equipment ,250 1,250 Mining licenses and fees , , ,416 Less consideration received for grant of exploration rights 4,000 4, , , ,416 Townships 27 and 2S Claims Engineering fees Engineering expenses and supplies Consideration paid for grant of exploration rights {Note 4 (a)) ,000 4, ^49 966, , ,265 ADMINISTRATION Legal and audit , , Prospectus filing fees and costs ,220 2,103 Telephone and telegraph ,276 Share issues and transfers ,098 Secretarial services ooo. 600 Travel S Directors' fees General ,... MO , ,989 12

14 JOGRAN MINES LIMITED Mi-: ' STATEMENT OF SOURCE AND APPLICATION OF FUNDS Eleven Month* Ended January 31, 1967 WORKING CAPITAL (DEFICIENCY) AT FEBRUARY 28, ^... S ( 1,200) SOURCE OF FUNDS Sale of capital -v K from treasury..., ,750 APPLICATION OF FUNDS 5 17,550 Exploration and development expenses,...~ ,855 Administration expenses ,912 19,767 WORKING CAPITAL (DEFICIENCY) AT JANUARY 31, ( 2,217) ^-ifii. ' fe ; - 13

15 ! '"' ':f\ JOGRAN MINES LIMITED l S TO FINANCIAL STATEMENTS January 31, 1967 NOTE l NOTE 2 Tbe company now holds 43 mining claims in Ryan Township and l mining claim in Palmer Township, Sault Ste. Marie Mining Division. As part consideration for the purchase of 21 of these mining claims, in Ryan Township, Sault Ste. Marie Mining Division, the company assumed royalty obligations whereby in the event that a mill is erected to treat o * from the mining claims, royalties are payable in the amount of 6#* per ton in respect of 6 claims and l Of per ton in respect of the other 15 claims. By an agreement dated November 24, 1965, the company was granted an option to purchase 12 mining claims in Ryan Township and 6 mining claims in Palmer Township, Sault Ste. Marie Mining Division. As consider ation for the option, the company has paid 5SOO in cash, NOTE 3 I t is the company's intention to retain 2 of the Ryan Township mining claims referred to in Note l, Numbers SSM 62SS6 and SSM and to drop, upon expiration of their respective certificates of work, the other 60 mining claims owned or optioned by it referred to in Notes l and 2. NOTE 4 (a) By an agreement dated September l, 1966, Algoma Central Railway has granted the company the right to explore and develop the mining rights on the lands in part of Township 27, Range 26 in the District of Algoma. As consideration therefor, the company has paid 54,000 to Algoma Central Railway and has undertaken to expend at least 520,000 on such exploration and development work by August 31, (b) If the company fulfills the commitment in (a), the related right shall be extended (o August 31, 1969 if the company undertakes to make additional expenditures on such work of at least 525,000 by August 31, 196S and of at least a further 525,000 by August 3 1, (c) While the company maintains the right in (a) in good standing, it will have the option until August 31, 1969 to cause a new company or companies to be incorporated as a public company or companies under the la.vs of Ontario or Canada to acquire from Algoma Central Railway a 21-year renewable lease of any 40-acre optioned units designated by the company, at an initial rental of 51 per acre and an annual rental thereafter of 25* per acre. (d) If the company exercises the option in (c), it will be allotted 75^ of the vendor shares permitted to be issued by the new company and the new company would thereafter be entitled to assume certain further rights and obligations in connection with the bringing into commercial production of any potential orebody discovered on the leased lands. NOTE 5 (a) By an agreement dated February 2.'. 1967, the persons wiih whom an agreement was made by Algoma Central Railway, dated September l, granted the company an option to purchase all ineir right to the latter agreement, the terms of which are identical to the terms of the agreement in Note 4, except for the following: (i) The lands are part of Township 23, Range 25 in the District of Algoma; (ii) The consideration paid to Algoma Central Railway was instead of (4,000; (iii) The undertaking of expenditure by August 31, 1967 is Si5,000 instead of ; (iv) The undertaking of additional expenditures by August 31, 1969 is of at least 520,000 instead of 525,000 by August 31, J96S and of at least a further 520,000 instead of 525,000 by August 31, (b) As consideration for granting the option in (a), the company must pay to the optionors on the date that the current prospectus of the company is accepted for filing by the Ontario Securities Commission and a further 53,000 within three months thereof, upon which the company will have purchased from the optionors all their right to the agreement. NOTE 6 Dy au a*.cement dated March an underwriter agreed to purchase 200,000 shares of the company's capital stock at 15* per share, paytsle within 48 hours after the effective date of this agreement, which will be the date upon which a prospects of the company is accepted for filing by the Ontario Securities Commission. In consideration therefor the company agreed to give to the underwriter an option to purchase an additional shares of the company's capital stock, to be taken up and paid for within the times and at the prices following: Time from the effective date Number of Price per within which option must be f ha res share exercised * 25* 30* H- 3 months 6 months 9 months ' -

16 Auoa; ou?x l AlXEN \V. JECIvELI. PROFESSIONAL MININO ENGINEER UEMKEK tncinchtlng INSTITUTE Of C ANADA CANADIAN INSTITUTE OF MINING AND MrtALlUHGY AMERICAN INSTITUTE Or WININO, MCTALLUHOICAL ** AND PrrxolcuM ENOINCCRS ACSO.-IATION Of morckllonal ENGINEER* Or ONTAR CORPORATION or rftoi-'etsionai, ENGINEERS or tfm 5 Walmsley Blvd., Toronto 7, Ontario The President and Directors, Jogran Mines Ltd., 1600-'100 Adelaide Street West, Toronto l, Ontario. Gentlemen: MAY ; RESIDENT GtCJLQSIST SAULT STE. MARIE "PYRITE SULPHIDE DEPOSITS" Township 28 Range 25 Michipicoten Area District of Ak-onia. Ontario March 6th, PREAMBLE Township 26 Range 25 is owned by Algorv.a Central Railway. Jaiore Mining Company Ltd., a whoi;y-o,.yi(-d suu-itliary uf Jones and Laughlin Steel Corp. of Pittsburg, U.S.A. obtained exclusive right to prospect tins township u;.iil January of During the 3950 and 1951 field seasons this Company cirrifd out a program of geological mapping and X-ray diamond drilling on what was considered to be iron formation in the vicinity of Big Lake which is five miles north of Josephine Junction on the Algoma Central R ail way and twenty-one miles north of Michipicoten larbour on Lake Superior. Fourteen (14) holes were drilled disclosing, at shallow dopths, the presence of two pyrite Ixxlies containing minor amounts of siderite. It is reported that the indicated potential at that time was 654,000 tons per 100 feet of depth grading 31.00# Sulphur, 3S.42'. Jr.,. ^::J 7.15^ Silica. By agreement dated May 27th, 1953, Candela IX'vetowv.-nt Company, a wholly owned subsidiary of Freeport Sulphur Ltd., New York, U.S.A. undertook to cim'.iirie development of this Hig Lake proper'y through a minimum exploration program comprising 4000 ivo; of diamond drilling to bc completed on or before September 30th, During the 1953 field season, eleven (11) AX sue diamond drill holes for a to'.a! of 4.M1 feet were completed. The above information and the following sumsr.aria'd version of results from the combined operations from 195! to 1953 are part of and have been taken from a comprehensive report, dated November 24th, 195J by William Sirola, the supervisory employee of Jrtlore Mining Company Ltd. This report was submitted lo Jones and Laughlin Steel Corporation. Copies of this report anil relative maps, diamond drill records ami sections arc held by Algoma Central Railway and are available to public inspection. As given in the Summary of this Report, the combined results are stated to have disclosed the presence of two (2) pyrite Ixxlies at Bi^ Lake that have been drilled to a vertical depth of three hundred (300) feet and are considered to contain to that depth a combined potential tonnage of 1,907,650 with an average grade of 30.79fc Sulphur, 39.07n Iron and /.ST'/o Silica. In addition, there is considered to be an estimated 4t2,420 tons of "possible" ore averaging Sulphur, 33.8?o Iron and 8.6'7o Silica. "Possible" ore was defined as ore intersected on one diamond drill cross-section only. 15 SSM-107 l