o 0

li Ho;-aH.CTus

OF

S Y7'^ nr^B

l\ V\ ' J

PROTOlREXPLORATIONS S, HOLDINGS INC.

COMMON SHARES

ROSMAR CORPORATION LIMITED v Underwriter/Optionee

'A.

.'2r

'^r'-'&nin.-,.!^^ ' ^. . - \^.^ niare hereby of f ered ?c-f "which 3^0,OOO^itTe-^

underwritten and the balance, namely, 400,000 shares are optioned as follows

No. of Shareslil l - l l l " . . - IIM. M. . . l l l II-" [

Firmly Under Underwritten Option

350,000

350,000

200,000200,000

400,000

Price per Share

15 cents 20 cents 25 cents

Net Proceeds to Corporation*

MaximumOfferingPrice

S52,500.00 $40,000.00 $50,000.00

$142,500.00

25 cents per share 30 cents per share 35 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 and 140,030 optioned shares (if as and when exercised) will emanate from these donated 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 thepublic.

The Underwriter/Optionee will offer shares purchased for sale as principal and through such other registered security dealers who may be appointed as agents from time to time and who will be paid commissions not exceeding 25?i 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 \.he 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 shnres 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, AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

The date of this Prospeclusji^S July lith, 19?fv *-

010C)NTENTS

Page No.

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

I

1

2

9

9t

9

9

.10

10

11

II

11

12

13

13

14

15

16 - 26

THE CORPORATION

The full name of the Corporation is ProtoExplorations a 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 Exf dines Limited (North Expo) ; Palomino Explorations Limited (I imino) ; Courier Explorations Limited (Courier) ; Copper r^.ig 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 the 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.

BASIS OF MERGER:

Name

ProtoNorth Expo Palomino Courier Copper King Loyalist

Issued Shares Prior to Merger ________

1,250,0101,750,0051,750,0251,245,013

700,0071,500,012

Basis of Share Exchange

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

- 2 -

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 h;s 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 propertiesacquired through the merged companies:

a)

(i)

(ii)

From Proto:

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 $3,000.00. A program consisting of airborne and ground magnetic and electromagnetic surveys was carried out by Proto at a cost of $5,700.00. 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.

25 unpatented mining claims located in Horwood Township, Ontario, being claims-numbers S320150 to S320156 inclusive; S320255 to t,'320261 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).

- 6 -

From Courier:

'(i) 20 unpatented mining claims located in Jordan and Drayton Townships, Ontario, being claims numbers PA285881 tc PA285900 inclusive. These claims were acquired by Courier from Albert Allison and John Michael Gee for 150,000 shares of Courier, 135,000 of which were escrowed (29,348 escrowed shares of the Corporation after the merger). An exploration program was carried out on this property consisting of linecutting, magnetic and electromagnetic surveys and 1509 feet of diamond drilling at a cost of approximately $21,000.00. No further work is planned for these claims at this time, however, same are in good standing until November 27, 1974, and the aforementioned program will be reviewed again before a decision is made to drop these claims. The present holders of the aforesaid 29,348 shares have agreed to transfer same for the benefit of the Treasury of the Corporation.

(ii) 2 unpatented mining claims located in Miramichi Township, Ontario, being claims numbers L295922 and L295925. These claims are part of a 30 claim group acquired by Courier in April, 1971, from Albert Allison and John Michael Gee for 600,000 shares of Courier of which 540,000 shares were escrowed (117,391 escrowed shares of the Corporation after the merger). A limited program of trenching and sampling was carried out on this property at a cost of approximately $500.00. On the recommendation of Courier's consulting engineer all but the aforesaid 2 claims were permitted to lapse. The remaining 2 claims are in good standing until April 13, 1973. No work is planned for these claims at the present time. The Company's consulting engineer has recommended the drilling of 2 short holes from the ice. This recommendation will be reviewed during the forthcoming winter. The present holders of the aforesaid 117,391 escrowed shares have agreed to transfer same for the benefit of the Treasury of the Corporation.

'C***

ESCROWED SHARES

492,365 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 th*^ 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 tM 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 .27%without 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/af'cer deducting the expenses of this offering, estimated at approximately ^7,000.00. 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 Thpresa Gold Property estimated at approxi mately $24,420.00 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 ai.d 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. Right 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 prospectus 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.

- 13 -

The directors and officers of the Corporation own less than i.% 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) i

96.

3%

97*

100 100*

PROMOTER

Rosmar Corporation Limited was instrumental inreorganizing and finartbing the Corporation and may be considered to be the Promoter of the Corporation.

MANAGEMENT

l- f |--'4--

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 o:S several : mining companies including Silver-Miller Mines Limited and D'Eldona Gold Mines Limited.

m^gfry"?.:'SStes^s^y.--; ..-; -^*'-^T^-'VWr. "- ' ^' :- "-

- 14..

Vice-President and Director

Secretary-Treasurer {not a Director)

Director

Director

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 Guildcrest 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 3425 as remuneration. Each director and the Secretary-Treasurer of the Corporation is entitled to be paid a fee of 350.00 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, J4r. Dennis is paid an honorarium of 325.00 per month for providing technical advice to the Corporation.

PROTO EXPLORATIONS Se HOLDINGS INC. (Incorporated under the laws of the Province of Ontario)

BALANCE SHEET - MAY 31, 1972

ASSETS Current:

Cash and short-term bank deposits Accrued interest

Fixed :Mining claims (Note 2)Option to purchase 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:5,000,000 Shares, no par value

Issued :1,222,329 Shares issued for net assets

of predecessor companies

Donated surplus

Deficit

See accompanying notes.Approved on behalf of the

Board of Directors:

"Murray .Cpoper|' . . . . .(Director)

"William W. Dennis" . . . . , . . . . . . . .(Director)

$217,404968 ?218, 372

48,57710,000

58,579

61,36912.736 74.105

S351,056

S 15,400

$818 I 823

32,500

(515.667) 335.656

$351,056

LAVENTIIOL KREKSTEIN HORWAT1I * IIOUWATIl

Mine exploration:Mlranichl Township, Ltrder

Trenching and sampling Engineering Miscellaneous

PROTO EXPLORATIONS: b HOLDINGS INC.

COMBINED STATEMENT Or DEFERRED EXPLORATION AND ADMINISTRATIVE EXPENDITURES{xon: l)

Perlcds Ended

Division, Ontario:

Horwood Township, Sudbury Mining Division, Ontario: Engineering Miscellaneous

Carleton County, New BrunswickGeochemical survey and line cuttingGeophysical and geological surveysDiamond drillingAssaysEngineeringMiscellaneous

Properties abandoned or *rltten-down to nominal value: Geophysical surveys Diamond drilling Assays Engineering Miscellaneous

Petroleun and natural gas exploration:Properties since abandoned or written down to noninal value: Veil drilling and related costs Engineering Lease rentals

Total exploration expenditures Administrative expenditures net (per schedule) Total net expenditures for the periods Balance deferred at the beginning of period*

Less expenditures written off to deficit In connection with properties abandoned or written down to nominal value

Balance deferred at end of periods

May 31, February 29,1972 1972 1972

9 - 9 - 9 -

2f.2C. -

Fiscal Periods1971

9 500525 227

1,252

1970

9 -

-

Ended In1969

9

-

1C 68

9 -

-

- 250 2f. - 1382.S - 383

121 ' -124

- 250 52 ' S 27052 5 520

.

-227 S 908

14,861 4,342 7,46515,088 4,347 8,373 88,276 46,319103,314 i 50,666 8,373

41,945 734 105

9 61,369 f 49,933 98,268

25 3762

9,600 15,878

SOS 566

26,549

8,234 690 718

9,64237,505 38,14275,647 61,536137,183

60,838

9 76,345

6,992 3,711 2,062 1,335

19316,293

8,250

625 616

9,491

24,424 1,398 343

26,16551,949 14,70566,654 18,00984,663

23,127

9 61,536

5,200

250 327

5,777

110110

-

-5,887 8,067

13,954 8,37822,332

4,323

9 18,009

-

-

4,811 90

246 1,4540,601

-

-6,601 2,7439.344

27,11736,461

28,083

9 8,378

00

LAVF.NTUOL KTIEKSTCIN tlORWATH * HOKWATH

EXPLORATION!! fc HOLDINGS INC.

COMBINED STATEMENT OF DETERRED EXPLORATION AND ADMINISTRATIVE EXPENDITURES

Perlcds Ended

Hine exploration: Hlranlchl Township, Larder Lake Mining Division, Ontario:

Trenching and sampling Engineering Miscellaneous

Horwood Township, Sudbury Mining Division, Ontario: Engineering Miscellaneous

Carleton County, New Brunswick Geochemical survey and line cutting Geophysical and geological surveys Diamond drilling Assays Engineering Miscellaneous

Properties abandoned or wrltten-down to nominal value: Geophysical surveys Diamond drilling Assays Engineering Miscellaneous

Petroleum and natural gas exploration: Properties since abandoned or written down to nominal value: Veil drilling and related costs Engineering Lease rentals

Total exploration expenditures Administrative expenditures net (per schedule) Total net expenditures for the periods Balance deferred at the beginning of periods

Less expenditures written off to deficit In connection with properties abandoned or written down to nominal value

Balance deferred at end of periods

- - - : ' --- ':- --' - ~-':'-' ''-''- - - " ^.:- -" . .. ' ••

May 31. February 29. .- Fiscal1972 1972 1972 1971

* - 1 - 3 - l 500 t : - . . 525

: 2(i 227- 2f, . - 1.252'

SV - - 250 2f. - 1382h - 388

",\ - 25 124 - 37124 - 62

- - - 9,600 - 15,878

250 505 52 5 270 56652 5 520 26,549

- - 8,234- 690 - 718

9,642227 5 908 37,505

14,861 4.342 7,465 38,14215,088 4,347 8,373 75,647 88,226 46,319 - 61,536

103,314 50,666 8,373 137,183

1 41,945 734 105 60,838

9 61,369 S 49,932 $8,268 S 76,345 S

; W--- ' -" ' :----v-'--.;-.- , --. - . -. - f/

Periods1970

-

.

-

.

6,992 5,711 2,062 1,335

19316,293

8,250

625 616

9,491

24,4241,398

34326,16551,919 14.70566,654 18,00984,663

23.127

Ended In1969

S

-

-

-

5,200

250327

5,777

110110

-

-5,887 8.067

13,954 8,378

22,332

4,323

1C68

S -

-

1*-*to

\

-

4,811 90

246 1,4546,601

-

.6.G01 2,7439,314

27,11736,461

28,0fi3

61,536 S 18,009 S 8,378

LAVT.NTHOL KREKSTEIN HORWATH * KOMTAt

PROTO EXPLORATIONS tt HOLDINGS INC.

COMBI.ED STATEMENT OF DEFICIT

Balance at beginning of periods Additions during the periods:

Mining claims abandoned or written-dowhto nominal value

Petroleum and natural gas rights abandonedor written-down to nominal value

Exploration and administrative expendituresapplicable to above properties

Organization expenses written off

Balance at end of periods

Pe-riods Ended May Sil, February 29, ^^

197.'J 1972 1972Fiscal Periods Ended In

1971 1970 1969 1968

3444,1536 3339.986 S72.337 S356.342 3290,654 3286,330 3215,563

16,:550

5, '199

41,9457,-l?771,131

. .

-

734 10543

734 148

10,499

849

60,83815,12687,312

39,375

1

23,127: 3.1S565,688

1

-

4,323-

' 4,324

42,684

-

28,083

70,767

5515,(567 3340,720 372,485 3443,654 3356,342 5290,654 3286,330

COMBINED STATEMENT OF DONATED SURPLUS (NOT3 1)

Balance at beginning of periods .Additions 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

Belance at end of periods

32,!500 3 32,500 5 -

32,500

332,500 3 32,500 332,500 3

SEP-5197?

;COMBINED'STATEMENT OF

Source of funds: . Sale of capital stock .,',',.;..-

Application of funds:Exploration and administrative expenditures Payment on option to purchase mining claims Acquisiton of mining claims

: Acquisition of petroleum and natural gas rights Organization expenses and amalgamation costs

Increase (decrease) in working capital

Working capital at beginning of periods

Working capital at end of periods

AND APPLICATION OF FUNDS

EndedMay .31, February 29

1972 1972 *

s: '^ o

15^083 10,000

9,20^34.* 2 9!5

(34*28(5)

S 30:

4,347

2,7077,054

(7,024)

1972

S 6

8,373

9079,280

(9,274)*

Fiscal Periods Ended In1971

879,253

75,647

850 4,71781.214

(1,961)

1970

650,005

66,654

3,3245,500 6,212

81,690

(31,685)

.1969

670,005

13,954

5,30019,254

50,751

.i ; X'-31968 ,-is.-;.

.'i -'i- -i .-'-.

9,344

9,344

(9,344)

NJ 0

9 rt'fi

O3

l

O ya

i

;

Proto Explorations fc Holdings Inc.

Notes to financial statements (continued)

2. Mining claims:

The Corporation holds the following mining claims:

2 Unpatented claims in Miramichi Township, Larder Lake Mining Division, Ontario, at cost

25 Unpatentcd claims in Horwood Township, Sudbury Mining Division, Ontario, at cost

31 Unpatentcd claims in Carleton County, New Brunswick, at cost

Other unpatented claims, at written-down value

$30,000

16,250

2,324 _____3 S48.577

The above mining 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 are shown at valuation placed on the shares of a predecessor corporation issued therefor plus $324 cash con sideration.

3. Option to purchase mining claims:

Undor nn ncreRtnont rlat.prl Mav l J 1072 ( the Corporation ?.n ccruridsr^ticn for payment of 310,000, acquired un option exercisable on or before June l, 1975 to purchase 12 unpatented mining claims in Thunder Pay Mining Division, Ontario. In order to exercise the option, the Corporation must make additional cash payments to the optionors amounting to $20,000 as follows:

On or before June l, 1973 - $5,000On or before June l, 1974 - $5,000On or before June l, 1975 - $10,000

Upon exercise of the option, the Corporation must cause the incorporation of a new 3,000,000 share corporation to acquire the claims for not less than 750,000 shares of which 49fe will be issued to the optionors and 51*31 will be issued to Proto. The optionors will retain a royalty interest of 2?0 of .the net smelter returns from the mining claims. In order to earn the 5^ of the shares of the new corporation, Proto must expend prior to the exercise of the option at least 0130,000 for ejrploration work on the claims including 28 claims, which arc to be staked at Proto's cost, adjacent to the mining claims under option. If the Corporation does not ,expend the $130,000 minimum on exploration, the 517c 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

and for disposal of interest in the shares of the new corporation

*" l ; UVENTHOL'XHEICSTKIN JIOKWATI!,* IIORWATHJKv" ifr^vT^j^- '^' '^^^''r'K^i^y'.-;. w. -: -.. --a. '-- ;^", cf^, , - ^-*-.

ICl;'

1^'^'m-.

R&ST-Y&

Sn

or

m T:

wz

o9

l

Notes(continued)

4. Capital stock;

The following summarizes the issued shares of thd predecessor corporations prior to the mergers as explained in Note l: -- - ; , -^'. • -:,v--,v .. .. ' ^ , ; 1 .--. ''- v - - -- -'•••••- ••- - - - --'

|p For Cash For Mining Claims Total

* ' ' WCourier Explorations Limited ;1|North Expo Mines Limited . I'iPalomino Explorations Limited 1,Proto Explorations Limited feCopper King Mines Limited (no personal liability)Loyalist Mines Limited (no personal liability) ''.'

'y

hr.res Anount

495,013 3 79,263000,005 165,005000,025 165,025500,010 50,011600,007 70,007750,012 100,012

3629,323

The following is an analysis of the shares of Proto Explorations b

Shares

750,000. 750,000

750,000750,000100,000750,000

Amount Shares Amount,'. v

3 37,500 1,245,013 3116,76337,500 1,750,005 202,50537,500 1,750,025 202,52537,500 1,250,010 87,5112,000 700,007 72,007

37,500 1,500,012 137,5123189,500 6818, 823

Holdings Inc. issued in exchange forshares of the predecessor corporations upon merging:

fasW"

•f'•y:

*'

Courier Explorations LimitedNorth Expo Mines LimitedPalomino Explorations LimitedProto Explorations LimitedCopper King Mines Limited (no personal liability)Loyalist Mines Limited (no personal liability)

IssuedCapitalShares

(PredecessorCorporations)

1,245,0131,750,0051,750,0251,250,010

700,0071,500,012

lNJ

Shares of iShare Amalgamated

Exchange CorporationBasis Issued Amount

5 for 23 270,655 3116,7631 for 5 350,001 202,5053 for 25 210,003 202,5252 for 15 166,608 87,5111 for 7 100,001 72,0071 for 12 125,001 137,512

1,222,329 3818,823